U PLUS US INC.

FifthRow Terms of Use

Welcome to FifthRow / U Plus US Inc.

This User Policy ("User Policy") outlines the terms and conditions for using the U Plus US Inc. AI Platform ("FifthRow"). By accessing or using FifthRow, you ("User" or "Company") agree to comply with this Policy. If you do not agree with any part of this policy, please refrain from using our services.

Last Updated: October 16, 2024

1. Acceptance of Terms

By creating an account and using FifthRow, you confirm that you are authorized to enter into this agreement on behalf of your organization. You agree to provide accurate, current, and complete information during the registration process.

2. User Accounts

• Registration: To use FifthRow, you must create an account. You are responsible for maintaining the confidentiality of your account information, including your password.
• Account Security: You agree to notify us immediately of any unauthorized use of your account or any other breach of security. FifthRow will not be liable for any loss or damage arising from your failure to comply with these security obligations.

3. Services

• The Platform: FifthRow is an AI-powered tool which, based on inputs provided by the Company, will conduct automated market research, generate potential new venture ideas, rank them based on market viability and alignment with the Company's assets and strategy, create personas, conduct simulations, and auto-generate landing pages for market testing to provide comprehensive recommendations for highest potential ventures within the space and aligned with the Company's goals. The platform also features Flows, a platform for automating business processes with AI Agents.
• Services: UPlus shall provide access to the Platform and related services (collectively the “Services”) (a) in accordance with the terms and subject to the conditions set forth in this User Policy; (b) using personnel of required skill, experience, licenses, and qualifications; (c) in a timely, workmanlike, and professional manner; (d) in accordance with the highest professional standards in UPlus's field.
• Quality of Services: The quality of the Output is directly related to publicly available data, private data provided by the Company, and the quality of the brief and inputs submitted by the Company. UPlus does not guarantee the quality of the final Output nor that all questions will be answered through the Output. UPlus makes no guarantee that the recommendations will lead to successful ventures and highly recommends that the Outputs be used as an initial step in validation of new products, services, ventures, business processes, and other outputs from the platform.
• Company Data: UPlus shall not access or use any Company prompts or Company input data other than as necessary to provide the services to Company (the “Company Data”); for the avoidance of doubt, UPlus shall not train or otherwise modify the Platform based on Company Data.
• Alterations: UPlus may add or remove features to the Platform/Services and/or any software embedded or included therein, as well as update the Platform/Services and/or any software embedded or included therein, to improve the Platform/Services, comply with relevant laws and regulations, and/or counter high safety or security risks.
• Monitoring: UPlus may monitor the Company’s use of the Platform/Services for violation of this Agreement and may, at its sole discretion, take appropriate action should the Company violate the law and/or this Agreement.

4. Payment Terms

• Subscription Plan: Access to FifthRow requires payment by Credit Card of subscription fees as outlined on our pricing page at the time of placing the order. Once paid, all fees are non-refundable.
• Payment Processing: All payments are processed through our third-party payment processor. By providing your payment information, you consent to our processor’s terms and conditions.
• Subscription Renewal: The Subscription automatically renews at the end of the term unless canceled prior to the end of the subscription term.

5. Subscription Term and Subscription Cancellation

• Subscription Term: The subscription is valid for the term selected by the Company.
• Subscription Cancellation: When the subscription is canceled, the Company continues to have access to the Services until the last day of the subscription term.
• Post-Subscription Access: Following the end of the subscription, the Company continues to have access to the outputs generated using the platform.
• Non-Payment: In the event of non-payment, the suspension of service is immediate, and at that point, the Company will have access to previous outputs; full access to the service will be restored upon successful payment completion.

6. Confidentiality

• Definition of Confidential Information: "Confidential Information" refers to any information shared by one party (the "Disclosing Party") with another party (the "Receiving Party") in connection with the use of this Service.
• Nonuse and Nondisclosure: The parties agree to keep Confidential Information private and will take reasonable steps to prevent unauthorized use or disclosure.
• Retention of Rights: All Confidential Information shall remain the property of the individual Parties. No license to any other person, under any Intellectual Property Rights, is either granted or implied by the disclosure of Confidential Information to such person.
• Notification of Breach of Confidential Information: Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information.
• Remedies: Without limiting the remedies available to UPlus, the Company acknowledges that a breach of provisions of this Section may result in material irreparable injury to UPlus.
• Liquidated Damages: Should the Company breach any of its obligations under this Section, the Company shall be obliged to pay UPlus liquidated damages in the amount of 10% of annual payable fees under this Agreement for each and every instance of such breach.
• Post-Termination: Notwithstanding termination by the Client of use of the Service, the Parties’ obligations under this section shall remain in full force and effect with respect to confidential knowledge and information for a period of two (2) years after the termination of this Agreement.

7. Ownership and Grant of Licence

• License to Platform and Services: UPlus grants Company a non-exclusive, non-transferable, non-sublicensable, time-limited, revocable, worldwide license during the term of this Agreement for Company and/or its Authorized Users to access and use the Platform and Services.
• UPlus Proprietary Rights: UPlus shall retain any and all rights, title, and interest, including Intellectual Property Rights, in and to the Platform, Services, and any Underlying UPlus Technology.
• Ownership of Platform Output: UPlus grants the Company a non-exclusive, non-transferable, irrevocable, worldwide license to use the Output.
• Use of Company Name: The Company agrees that Uplus may use the Company’s name and logo as well as descriptions of the Services performed in Company lists, advertisements, and other promotional materials.
• Use of Output: UPlus agrees that the Company may share the Output generated by the Platform with other parties and publish the Output of the Platform, provided the FifthRow logo is prominently displayed.
• Modifications and Alterations: The license granted under this Agreement shall not include the right for the Company to make modifications and alterations to the Platform, Services, and/or any software embedded or included therein.
• Infringement of Rights: The Company shall use its best endeavors to prevent any unauthorized access to, or use of, the Platform/Services.
• Feedback: UPlus, its affiliates, and their licensors shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Platform and/or Services any enhancement requests provided by the Company.
• Company’s Intellectual Property: Company represents that it has, and shall be solely responsible for obtaining, the necessary rights, power, and authority to transmit Company Content to UPlus in using the Services.
• License to Company Content: The Company hereby grants to UPlus a non-exclusive, non-transferable license to copy, reproduce, store, distribute, publish, export, adapt, edit, and translate the Company Content to the extent reasonably required for the performance of UPlus’ obligations and rights under this Agreement.
• Similarity of Output Disclaimer: The Parties acknowledge and agree that due to the nature of machine learning, the Output generated by the Company using the Platform/Services may not be unique across users.

8. Representations & Warranties

• Authority: Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this User Policy.
• Warranty Disclaimers: THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PLATFORM AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS.

9. Indemnification

The Company shall indemnify, defend, and hold harmless UPlus and UPlus’s agents, successors, and assigns against any “Indemnified Claim,” meaning any third-party claim, suit, or proceeding arising out of or related to the Company’s business.

10. Privacy And Data Protection

• Consent: The Company hereby gives its consent to UPlus to collect, process, and store any personal information contained in the Company Content in accordance with this Agreement and UPlus’s privacy policy.
• Governing Law: This Agreement shall be governed by the laws of the State of Delaware.
• Dispute Resolution: The Parties shall attempt to resolve all disputes between the Parties arising out of or relating to this Agreement amicably through good faith discussions.
• Assignability: Neither Party shall be entitled to sell, transfer, or encumber to a third party any rights or obligations under this Agreement without the prior written consent of the other Party.
• Severability: If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this User Policy, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this User Policy will continue in full force and effect.