Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms" or "Agreement") form a binding agreement between you (or the entity you represent, "User", "you", "your") and Citrux AI Inc. (群智桔創股份有限公司, "Citrux AI", "we", "us", "our"). By accessing or using our website, the CORA Enterprise AI Agent Operating System, our AI Compute Center EPC services, or any related software, documentation, or service (collectively, the "Services"), you agree to be bound by these Terms and our Privacy Policy.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree, do not use the Services.

For paid enterprise engagements, the order form, statement of work, and master services agreement signed between Citrux AI and your organization (the "Enterprise Agreement") supersede these Terms to the extent of any conflict.

2. Provision of Services

2.1 What We Offer

• CORA Enterprise AI Agent OS: a runtime for autonomous agents with skill packs, knowledge graph, compliance modules, and multi-tenant isolation, available as SaaS, on-premise, or air-gapped deployment.
• AI Compute Center EPC: design, engineering, and turnkey delivery of GPU clusters, liquid cooling systems, and supporting infrastructure.
• Forward Deployed Engineer (FDE) Engagements: on-site engineering services to integrate, configure, and operationalize CORA at the customer's environment.
• Auxiliary tooling: Workbench sandboxes, Marketplace skill packs, integrations, and developer utilities provided through our website or repositories.

Service-level commitments, if any, are set forth in the applicable Enterprise Agreement. These Terms make no uptime, availability, or performance commitment for free, evaluation, or trial use of the Services.

2.2 Service Modifications

We may modify the Services from time to time. For material changes affecting paid Services, we will provide reasonable advance notice (at least 30 days for material changes, except where shorter notice is required by law or for urgent security reasons). Material discontinuation of a paid Service requires at least 90 days' advance notice.

2.3 Beta and Preview Features

Features designated "Beta", "Preview", "Early Access", or similar are experimental, may be changed or removed without notice, and are provided "as is" with no support obligations or warranties. You use Beta features at your own risk.

3. Accounts & Eligibility

• You must be at least 18 years old (or the age of majority in your jurisdiction) and authorized to enter into binding contracts to use the Services.
• You are responsible for providing accurate registration information and keeping it current.
• You are responsible for safeguarding your credentials and all activity under your account. Notify us immediately at info@citrux.ai of any unauthorized access.
• We may decline to create accounts at our discretion and may verify identity before activating Services.

4. Fees & Payment

4.1 Pricing

Fees for Services are described in the applicable Enterprise Agreement, order form, online pricing page, or quotation. Prices are stated in the currency listed; taxes are additional unless explicitly noted.

4.2 Invoicing & Payment

Unless otherwise agreed in writing, fees are invoiced in advance and payable within 30 days of invoice date. Overdue amounts may bear interest at 1.5% per month or the maximum permitted by law, whichever is lower. Customers are responsible for all collection costs.

4.3 Non-Refundable

All fees are non-refundable except where required by applicable consumer-protection laws or expressly stated in an Enterprise Agreement. Customers waive any right to chargeback for Services that have been provisioned and used.

4.4 Taxes

You are responsible for all taxes, duties, levies, and similar government charges associated with your use of the Services, excluding taxes based on Citrux AI's net income. If we are required to collect tax, we will invoice it and you will pay it unless you provide a valid exemption certificate.

4.5 Usage-Based and Metered Charges

Certain Services (e.g., LLM routing, GPU compute, additional storage) are billed based on metered usage. Metering data captured by Citrux AI is conclusive absent manifest error.

5. User Obligations & Acceptable Use

5.1 Compliance

You will comply with this Agreement and all applicable laws (including data protection, intellectual property, export control, and anti-corruption laws) when using the Services. You are responsible for the conduct of users you authorize to access the Services.

5.2 Prohibited Activities

You will not, and will not permit others to:

• Copy, modify, distribute, sell, sublicense, lease, or create derivative works of the Services or our software except as expressly permitted.
• Reverse-engineer, decompile, or attempt to extract source code, except where such restriction is prohibited by law.
• Probe, scan, or test the vulnerability of any system or network without our prior written authorization.
• Circumvent or disable any security or access control feature of the Services.
• Use the Services to transmit malware, viruses, or other harmful code.
• Interfere with or disrupt the integrity or performance of the Services or other users' use thereof.
• Use the Services to send unsolicited bulk communications or to engage in fraud, harassment, or impersonation.
• Upload, process, or distribute content that infringes intellectual property rights, violates privacy, is unlawful, harmful, defamatory, obscene, or hateful.
• Generate or distribute deepfakes, non-consensual intimate imagery, child sexual abuse material, content designed to deceive in violation of law, or content designed to facilitate violence.
• Use the Services to create biometric identification systems, mass surveillance systems, or social-scoring systems prohibited under the EU AI Act or comparable laws.
• Use the Services in ways that endanger life, health, or safety, including medical diagnosis without licensed-clinician oversight, or critical-infrastructure control without appropriate human oversight.
• Resell or rebrand the Services without our written consent.

5.3 Customer Data Compliance

You represent that you have all rights, consents, and lawful bases necessary to upload, process, and transmit any customer data through the Services. You will provide your end users with all legally required notices and obtain all required consents.

6. Export Control & Sanctions

The Services and any related technology may be subject to export control and sanctions laws of Taiwan, the United States, the European Union, and other jurisdictions. You will not, directly or indirectly:

• Use, export, re-export, or transfer the Services to any country, person, or entity subject to comprehensive sanctions (including, as of the effective date, Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine, and the Russian Federation as restricted by applicable law).
• Provide the Services to any party listed on the U.S. Treasury Department's SDN List, the U.S. Commerce Department's Entity List or Denied Persons List, or any equivalent restricted-party list.
• Use the Services to develop, design, manufacture, or produce nuclear, chemical, or biological weapons; missile technology; or to support a military end use in restricted jurisdictions.
• Use the Services in connection with development of supercomputers in violation of U.S. or other applicable export controls.

7. Suspension

We may suspend your access to the Services immediately if: (a) we reasonably suspect a security incident, fraud, or unauthorized access; (b) your use poses a risk to other users, our infrastructure, or third parties; (c) you breach this Agreement; (d) suspension is required by law or regulator request; or (e) payment is overdue. We will lift the suspension when the underlying circumstances are resolved, and will, where lawful, notify you of the basis for suspension on request.

8. Intellectual Property

8.1 Our Rights

Citrux AI and its licensors retain all right, title, and interest in and to the Services, software, documentation, trademarks, and any improvements, modifications, or derivatives thereof. No rights are granted except those expressly stated in this Agreement.

8.2 Your Rights

You retain all right, title, and interest in and to your customer data and any applications you build on top of the Services. You grant Citrux AI a limited, non-exclusive, worldwide license to host, process, transmit, display, and use your customer data solely as necessary to provide the Services to you.

8.3 AI-Generated Outputs

As between you and Citrux AI, you own AI-generated outputs produced by your authorized use of the Services ("Outputs"), subject to (i) the terms of any third-party model providers whose models are routed to in producing those Outputs, (ii) Citrux AI's pre-existing intellectual property and platform components, and (iii) your compliance with this Agreement. You acknowledge and agree that:

• Outputs are not unique. Similar inputs may produce similar Outputs for other users, and Citrux AI makes no claim of originality or non-infringement on your behalf.
• You are solely responsible for evaluating the accuracy, lawfulness, and fitness of Outputs before relying on them or distributing them.
• Where applicable law (including copyright laws of various jurisdictions) does not recognize protectable rights in AI-generated material, no rights are conveyed beyond what such law permits.

8.4 Feedback

If you provide suggestions, ideas, or feedback regarding the Services, you grant Citrux AI a perpetual, irrevocable, royalty-free, worldwide license to use such feedback for any purpose without obligation to you.

9. Customer Data & Privacy

Our collection and processing of personal information is governed by our Privacy Policy. For enterprise customers, the Data Processing Addendum (available on request) forms part of this Agreement and governs Citrux AI's role as a data processor.

Customer content is not used to train Citrux AI's or any third-party model unless you explicitly opt in via written agreement. Customer content in on-premise and air-gapped deployments never leaves your environment.

10. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would consider confidential. The receiving party will: (a) use Confidential Information only to perform under this Agreement; (b) protect it with at least the same degree of care it uses for its own information of similar sensitivity (and no less than reasonable care); and (c) limit disclosure to its employees, affiliates, and professional advisors who have a need to know and are bound by confidentiality obligations.

The receiving party may disclose Confidential Information when legally compelled, provided that, where lawful, it gives the disclosing party reasonable advance notice and cooperates in any effort to limit disclosure.

11. Third-Party Services & Models

The Services may interoperate with third-party software, models, and services (including OpenAI, Anthropic, Google, Microsoft, Slack, Dolibarr, and others). Your use of any third-party service is governed by the third party's terms; we are not responsible for third-party services. You are responsible for any fees owed to third-party providers and for compliance with their terms.

12. Term & Termination

12.1 Term

This Agreement begins when you first accept it and continues until terminated.

12.2 Termination for Convenience

You may stop using the Services at any time. For paid Services, refer to your Enterprise Agreement for termination notice requirements. We may terminate free Services or evaluation accounts at any time with reasonable notice.

12.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure within 30 days of written notice. The following breaches by their nature may not be curable, and the non-breaching party may terminate immediately upon written notice: (a) security circumvention, malware distribution, denial-of-service attacks, or unauthorized access; (b) the prohibited content and end-uses listed in Section 5.2 (including deepfake and surveillance use cases); (c) breach of Section 6 (Export Control & Sanctions); (d) breach of Section 8 (Intellectual Property); or (e) breach of Section 10 (Confidentiality). We may also terminate immediately if continued provision of the Services would violate applicable law.

12.4 Effect of Termination

• All access to the Services ends and all outstanding fees become immediately due.
• Within 30 days after termination, you may retrieve your customer data; thereafter Citrux AI will delete it within a further 30 days, subject to legal retention obligations and the corresponding provisions of our Privacy Policy.
• Sections that by their nature should survive termination (including Sections 4, 8, 9, 10, 13, 14, 15, 16, and 17) will survive.

13. Representations, Warranties & Disclaimers

Each party represents that it has full authority to enter into this Agreement.

Disclaimer. Except as expressly stated in an Enterprise Agreement, the Services are provided "AS IS" and "AS AVAILABLE". To the fullest extent permitted by law, Citrux AI disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, accuracy, non-infringement, and uninterrupted or error-free operation.

Citrux AI does not warrant that AI-generated outputs will be accurate, complete, current, lawful, or fit for any particular purpose. You are responsible for evaluating AI outputs and for any decisions or actions taken based on them. The Services are not a substitute for professional advice (medical, legal, financial, or otherwise).

14. Limitation of Liability

Indirect Damages Excluded. To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, savings, goodwill, business opportunity, or data, even if advised of the possibility of such damages.

Aggregate Cap. Each party's total aggregate liability arising out of or relating to this Agreement will not exceed the greater of (a) the fees paid or payable by you to Citrux AI for the Services in the 12 months immediately preceding the event giving rise to liability, or (b) one hundred U.S. dollars (US$100) for free or evaluation Services.

Exclusions. The above limitations do not apply to: (i) a party's indemnification obligations under Section 15; (ii) breach of confidentiality obligations under Section 10; (iii) infringement of the other party's intellectual property; (iv) your payment obligations; (v) fraud, gross negligence, or willful misconduct; or (vi) liabilities that cannot be excluded or limited under applicable law.

Consumer carve-out. If you are a natural person using the Services in a personal (non-business) capacity, the limitations in this Section 14 apply only to the extent permitted by mandatory consumer-protection law in your jurisdiction, including Taiwan's Consumer Protection Act (消費者保護法), Japan's Consumer Contract Act (消費者契約法), the EU Unfair Contract Terms Directive (93/13/EEC), and equivalent statutes in your country of residence. Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded under those statutes.

15. Indemnification

15.1 By Citrux AI

Citrux AI will defend, indemnify, and hold harmless you from and against any third-party claim alleging that the Services, when used in accordance with this Agreement, infringe a third party's intellectual property rights, and will pay damages and costs (including reasonable attorneys' fees) finally awarded by a court or paid in settlement we approve.

If a claim is made or appears likely, Citrux AI may, at its option and expense: (a) procure the right for you to continue using the Services; (b) modify the Services to be non-infringing without material loss of functionality; or (c) terminate the affected Services and refund prepaid, unused fees.

Carve-outs. Citrux AI's indemnification obligation under this Section 15.1 does not extend to claims arising from: (i) your modification of the Services or any deliverable other than as expressly permitted; (ii) the combination, operation, or use of the Services with software, data, hardware, or services not provided or required by Citrux AI, where the claim would not have arisen but for such combination; (iii) your continued use of the affected Services after Citrux AI has notified you to stop or has provided a non-infringing modification, alternative, or update; (iv) claims based on open-source or similarly-licensed components, where such claims arise solely from the open-source license terms applicable to those components; or (v) free, evaluation, beta, or preview Services.

15.2 By You

You will defend, indemnify, and hold harmless Citrux AI, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim arising out of or relating to: (a) your customer data or use of the Services in violation of this Agreement; (b) your violation of Section 5 (Acceptable Use) or Section 6 (Export Control); or (c) your applications, integrations, or end-user offerings.

15.3 Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) tender sole control of the defense and settlement to the indemnifying party (provided that no settlement requiring admission of liability or payment by the indemnified party may be made without the indemnified party's written consent); and (c) provide reasonable cooperation at the indemnifying party's expense.

15.4 Sole Remedy

This Section 15 sets forth the parties' sole and exclusive remedy and entire liability for any third-party claim of intellectual property infringement.

16. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the Republic of China (Taiwan), without regard to its conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Mandatory consumer-protection laws of your country of residence remain unaffected.

The parties will first attempt to resolve any dispute through good-faith negotiation. If the dispute cannot be resolved within 60 days, it will be finally settled by arbitration administered by the Chinese Arbitration Association, Taipei (CAA) under its arbitration rules then in effect. The seat of arbitration will be Taipei, Taiwan; the language of the arbitration will be English unless the parties agree otherwise. The award will be final and binding on the parties.

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

17. Miscellaneous

17.1 Notices

Notices to Citrux AI must be sent to info@citrux.ai. Notices to you will be sent to the email associated with your account or, for enterprise customers, the address designated in the Enterprise Agreement. You are responsible for keeping your contact information current.

17.2 Assignment

Neither party may assign this Agreement without the other's prior written consent, except that either party may assign without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the assignee assumes all obligations.

17.3 Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, earthquakes, typhoons, war, terrorism, civil unrest, government actions, labor disputes, internet or utility outages, pandemics or epidemics, cyberattacks (including denial-of-service attacks and ransomware), third-party cloud or telecommunications provider failures, and disruptions to undersea cables or other critical network infrastructure.

17.4 Subcontracting

Citrux AI may subcontract its obligations but remains responsible for the acts and omissions of its subcontractors as if they were its own.

17.5 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

17.6 No Waiver

A party's failure to enforce any provision is not a waiver of its right to enforce that or any other provision later.

17.7 Severability

If any provision is held invalid or unenforceable, the remainder of this Agreement remains in full force and effect, and the parties will replace the invalid provision with a valid one that most closely reflects their original intent.

17.8 Entire Agreement

This Agreement, together with any applicable Enterprise Agreement, order forms, statements of work, and policies referenced herein (including the Privacy Policy and any DPA), constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous communications, understandings, and agreements on the subject matter.

17.9 Order of Precedence

In the event of conflict, the order of precedence is: (a) the executed Enterprise Agreement and any DPA; (b) order forms and statements of work; (c) these Terms; (d) policies referenced via URL.

17.10 Headings & Interpretation

Section headings are for convenience only and do not affect interpretation. The English text of this Agreement governs over any translation.

17.11 Updates

We may update these Terms from time to time. Material changes will be communicated by posting an updated version with a new effective date and, for active customers, by email at least 30 days before the change takes effect (except where a different period is required by law). Continued use of the Services after the effective date constitutes acceptance.

18. Contact Information

For questions about these Terms, please contact:

Citrux AI Inc. (群智桔創股份有限公司)
Email: info@citrux.ai
Website: www.citrux.ai