Vanilla Technology Platform Terms of Service

Version: v1.0
Effective Date: 2026-10-24
Applicable Domains: https://vaillai.com (public website), https://cp.vaillai.com (platform console), and the pages and subdomains thereunder
Language Precedence: This English version is an auxiliary translation of the Terms of Service, alongside the Japanese version (terms-of-service.ja.md) and the Thai version (terms-of-service.th.md). The Traditional Chinese version (terms-of-service.zh-TW.md) is the official version. In the event of any discrepancy or inconsistency between the versions, the Traditional Chinese version shall prevail.

These Terms of Service are made by Vanilla Technology Co., Ltd. (香草科技有限公司; platform brand: Vanilla SI) (the "Operator") and govern the rights, obligations and liabilities of Users (including Merchants and their Users) in connection with their use of the Operator's cloud service platform (the "Platform") made available at the domain vaillai.com.

1. Acceptance of These Terms

This Section governs the manner in which a User accepts these Terms of Service and the binding effect of these Terms of Service on the User.

1.1 These Terms of Service govern the use of the Platform. The Platform is a multi-tenant cloud service platform built on a "framework plus modules" architecture, intended for small and medium-sized enterprises to deploy AI customer service, automated cross-border e-commerce replies and multilingual operations.

1.2 A User accepts these Terms of Service in full by using the Platform in any of the following ways:

1.2.1 indicating agreement in the registration flow and completing e-mail verification;
1.2.2 creating or activating a Merchant organization through the Platform Console at https://cp.vaillai.com;
1.2.3 logging in to the Platform or making actual use of any Platform function (including but not limited to querying data, calling the API and enabling modules).

1.3 A User who does not agree to any provision of these Terms of Service shall cease using the Platform; an existing registered User shall delete its account in accordance with Section 15.4.

1.4 Where a User uses the Platform on behalf of its employer, client, supplier, operating entity or other organization, the User shall confirm before use that it has obtained the necessary authorisation and consent, and shall be responsible for the acts of the organization it represents.

1.5 If any provision of these Terms of Service is held invalid, unlawful or unenforceable, that provision shall be deemed deleted or modified to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

1.6 These Terms of Service operate in conjunction with the Platform's "Privacy Policy" (《隱私權政策》). In the event of inconsistency between the two, the Privacy Policy shall prevail in respect of the collection, processing, use and cross-border provision of personal data.

2. Service Scope and Module List

This Section governs the scope of services provided by the Platform, the list of functional modules, and the conditions under which each module is enabled and applies.

2.1 Service Scope

2.1.1 The Platform is a multi-tenant cloud service platform built on a "framework plus modules" architecture.
2.1.2 Intended application scenarios include AI customer service, automated cross-border e-commerce replies and multilingual operations.
2.1.3 The Platform supports the following interface languages: Traditional Chinese (zh-TW, default), English (en), Japanese (ja) and Thai (th).
2.1.4 The Platform Console is located at https://cp.vaillai.com and provides the Merchant backend and API functions.

2.2 Roles

2.2.1 The Platform contains two roles: "Merchant" (tenant) and "User" (user).
2.2.2 Users are further divided into platform administrators and Merchant Users.
2.2.3 The scope of authority for each role is configured by the Platform in the console. The corresponding allocation is set out in the Role and Authority Comparison Table annexed to these Terms of Service, and is displayed simultaneously on the corresponding pages of the platform console (https://cp.vaillai.com). In the event of inconsistency, the annexed table prevails.

2.3 Module List

2.3.1 Google Workspace One-Click Authorisation Module: upon the Merchant's voluntary authorisation, the Platform may access the following Google Workspace resources on the Merchant's behalf: Google Drive (authorised files only, drive.file), Google Sheets (spreadsheets), Google Calendar (calendar), Gmail (read-only, gmail.readonly) and basic user e-mail profile information (userinfo.email). The Merchant may revoke the authorisation at any time.
2.3.2 Taishin Payment Module (payment-taishin): processing of payment transactions through the payment services provided by Taishin Bank.
2.3.3 NewebPay Payment Module (payment-lshin): completion of payment transactions through the payment services provided by NewebPay.
2.3.4 LINE Official Account Module (line-oa): currently in a disabled / external state; applicable when the Merchant enables it.
2.3.5 E-Invoice Module (invoice-tw): interfacing with the e-invoice platform of the Ministry of Finance; currently in a disabled / external state; applicable when the Merchant enables it.
2.3.6 AI Customer Service and AI Content Generation Features: applicable when the Merchant enables them, in accordance with Section 2.4.

2.4 AI Features (Applicable When Enabled)

2.4.1 When the Merchant enables AI features, input content will be transmitted to the AI model provider provided by the Platform. The selection, configuration and service cost of such providers are the Platform's responsibility; the Merchant does not need to obtain or supply any model provider or API key.
2.4.2 The Platform does not train public models on Merchant or User content.
2.4.3 AI output may be inaccurate and must be reviewed by the Merchant before external publication.

2.5 Platform Status

2.5.1 The Platform is currently in the testing phase and has not been opened to indexing by search engines.
2.5.2 During the testing phase, features, interfaces, module combinations and capacity planning may be adjusted, to be handled in accordance with Section 15.1.
2.5.3 The Platform's records include internationalisation (i18n) translation terms and module health check results.

2.6 Changes to Service Items

2.6.1 The Operator may add, modify or discontinue any of the modules listed in Section 2.3. Such changes shall be notified in accordance with Section 17.

3. Account Registration and Eligibility

This Section governs account registration procedures, applicant eligibility, and the obligation to maintain account and organization data.

3.1 Account Types and Data

3.1.1 User Account: identified uniquely by e-mail address; comprising display name, telephone number, locale preference, e-mail verification status, last login time, and account status (pending verification / deactivated / deleted). Passwords are stored as bcrypt one-way hashes; the Platform does not store plaintext passwords.
3.1.2 Merchant / Organization (tenant) Data: comprising organization name, organization identifier (slug), country / region of location, business address (street, city / state, postal code), telephone number, tax identification number (Unified Business No.), whether prices include tax, and group affiliation.

3.2 Eligibility

3.2.1 The applicant must be at least 18 years of age and possess full civil capacity. Accounts may only be opened by persons aged 18 or above who have legal capacity; minors and persons under guardianship may not open an account themselves.
3.2.2 The Platform is intended for enterprises, sole proprietorships and teams. An individual account must be affiliated with an activated Merchant organization; the Platform does not provide a general consumer version of the service independent of a Merchant organization.
3.2.3 The applicant shall provide true, accurate and complete data and shall represent that it is authorised to apply on behalf of the organization concerned. All consequences arising from the provision of inaccurate data shall be borne by the applicant.

3.3 Registration Procedure

3.3.1 The applicant shall register with an e-mail address, complete e-mail verification and set a password.
3.3.2 At the time of registration, the Platform informs Users of the cross-border provision of data and obtains their consent in accordance with Article 21 of the Personal Data Protection Act. The Platform's primary servers and database are located in Tokyo, Japan; certain website services and mail-delivery hosts are located in Taiwan; Google data is stored in the United States; and data processing by the Zoho mail service provider may involve India / the United States.
3.3.3 Modules involving Google Workspace authorisation require a separate authorisation in accordance with Sections 2.3.1 and 6.2.

3.4 Maintenance of Account Data

3.4.1 The User shall update its contact information, display name and locale preference, and shall ensure that such information is usable by the Platform for the delivery of necessary notices.
3.4.2 Changes to basic account data such as e-mail address, password and display name take effect only after approval: a material change requires approval by the person in charge of the platform, and a non-material change requires approval by a platform administrator. In either case, the change takes effect at 00:00 on the day after the notice period expires.

3.5 Number of Accounts and Organizations

3.5.1 A natural person may hold an account and participate in multiple Merchant organizations at the same time. A single e-mail address may correspond to only one account at any time, and a single account may not be the owner of multiple organizations at the same time.

4. Account Security Responsibilities

This Section governs the User's duty of care over accounts and authentication credentials, and sets out the security measures implemented by the Platform.

4.1 Custody Obligations of the User

4.1.1 The User shall properly safeguard its account, password, verification codes, tokens and all other authentication credentials.
4.1.2 The User shall not share accounts or credentials with any other person, nor take any step that would enable a third party to use its account.
4.1.3 Security notification links and credentials obtained through e-mail verification, password reset or password change procedures may be used only by the User on its own device.

4.2 Security Measures Implemented by the Platform

4.2.1 Transport is encrypted with TLS 1.2 / 1.3, and HSTS is enabled (including subdomains, max-age=63072000).
4.2.2 Passwords are stored as bcrypt one-way hashes.
4.2.3 Access tokens are signed as JWTs, and refresh tokens are subject to a rotation mechanism.
4.2.4 Sensitive credentials (including Google OAuth authorisation tokens) are stored with AES-256-GCM encryption.
4.2.5 Multi-tenant data isolation is applied; all business data tables carry a tenant_id.
4.2.6 The Platform maintains complete audit logs recording the action performed, resource type and identifier, IP address, User-Agent, event metadata and timestamp.

4.3 User's Immediate Response Obligations

4.3.1 Upon becoming aware of any of the following, the User shall immediately change its password, revoke the relevant authorisations and notify the Platform: unauthorised access to the account, leakage of the password, theft of credentials, loss of the device used, or the device being taken under the control of another person.
4.3.2 Login session records comprise token hash, IP address, User-Agent, expiry time, last activity time and revocation time. Where the User identifies an anomalous session record, it shall report it promptly and take the steps required by Section 4.3.1.

4.4 Allocation of Responsibility

4.4.1 A User that fails to take the reasonable protective measures required by Sections 4.1 to 4.3 may not shift the resulting loss onto the Platform.

5. Fees and Pricing

This Section governs the Platform's charging principles, pricing method, and matters relating to payment, refunds and liquidated damages after charging commences.

5.1 Current Charging Status

5.1.1 The Platform's pricing plans have been announced on the official website, as set out in Section 5.1.3. The Platform charges Users the amounts specified in Section 5.1.3 once a Subscription is established and payment is confirmed. As at the effective date of these Terms, the Platform has not yet opened Merchant registration or Subscription, and therefore has not charged any User any fees.
5.1.2 The formal charging mechanism shall be handled in accordance with Sections 5.2 to 5.3 of these Terms of Service and the "Refund Policy", and applies from the date on which a Subscription is established; before that date, the Platform will not create any receivable or payable amount by way of charges against a User.
5.1.3 The pricing plans are as follows:
Monthly plan: New Taiwan Dollar 888 per month (NT$888/month), including 500 messages of broadcast quota per month.
Annual plan: New Taiwan Dollar 9,999 per year (NT$9,999/year); the message quota is the same as the monthly plan (500 messages per month).
Message quota top-up: additional quota may be purchased when needed, at New Taiwan Dollar 100 per 100 messages (NT$100/100 messages).
One-off plan: there is no fixed-price one-off plan. Instead, a bespoke AI employee is designed and quoted to fit the Merchant's requirements; please contact us at service@vaillai.com.
The message quota is counted against broadcast/push messages; LINE AI messages (AI customer-service replies to users) do not consume the broadcast message quota.
AI model providers are provided by the Platform, and the model service cost is included in the plans above; it is not charged to the User separately.
Prices are quoted in New Taiwan Dollars; tax rate and applicable tax category 【待補：tax rate and applicable tax category】.
5.1.4 The scope of a bespoke engagement, delivery schedule, maintenance coverage and quotation are as agreed between the parties in writing; without such agreement, the Platform is not deemed to have provided that service.

5.2 Payment Methods (Applicable After Charging Commences)

5.2.1 Payment methods are limited to the payment modules enabled by the Merchant, namely the NewebPay Payment Module (payment-lshin) and the Taishin Payment Module (payment-taishin).
5.2.2 The Platform retains the following records for payment transactions: amount, currency, payment status, payment provider transaction reference, order number, payment time, expiry time and transaction metadata.
5.2.3 Payment is deemed complete at the time the payment institution returns a successful transaction notification, and a failed online payment is not counted as paid. Where a duplicate payment is received, the Platform shall refund the duplicate amount in full within 15 business days.

5.3 Refunds and Liquidated Damages

5.3.1 The conditions for refunds, the method of calculating refunds, the application and review procedure, the timeline for disbursing refunds, and the method of calculating liquidated damages and the cap thereon after charging commences are set out in Chapters 3 to 11 of the "Refund Policy"; where these Terms of Service and that Policy are inconsistent, the Policy prevails in respect of returns and refunds.
5.3.2 The terms governing refunds and liquidated damages will be incorporated into these Terms of Service together with the formal charging announcement. Refund applications must be submitted within 14 days of payment; the Platform completes its review within 15 business days of receipt, and where approved, completes the refund within a further 15 business days.

5.4 Formation of Contract

5.4.1 The Platform provides services and collects payment online; the formation of the relevant contracts shall be handled in accordance with the E-Commerce Act.
5.4.2 Where a Merchant completes and confirms the configuration of a chargeable item, pricing plan or payment module in the console, the parties shall be deemed to have reached agreement on the service content and price for that item.

5.5 Tax Records

5.5.1 Payment, invoice and tax records are retained as required by tax law; accounting and tax records are retained for 5 years.
5.5.2 The Platform's e-invoice records comprise tax category, tax rate, tax amount, taxable amount, number of invoices, filing period, status and filing time.

6. Third-Party Services

This Section governs the third-party services on which the Platform relies, the authorisation mechanism, availability, and the application of third-party terms.

6.1 List of Third Parties

6.1.1 Google LLC: provides Google Workspace access authorisation, limited to Google Drive (authorised files only, drive.file), Google Sheets (spreadsheets), Google Calendar (calendar), Gmail (read-only, gmail.readonly) and basic user e-mail profile information (userinfo.email).
6.1.2 Zoho (smtppro.zoho.com): delivers verification e-mails, password reset e-mails and system notification e-mails.
6.1.3 Taishin Bank: provides the payment service.
6.1.4 NewebPay (NewebPay): provides payment services.
6.1.5 LINE: provides the official account function.
6.1.6 E-Invoice Platform of the Ministry of Finance: provides the e-invoice function.
6.1.7 Akamai Cloud (Linode): cloud hosting provider; servers are located in Tokyo, Japan.
6.1.8 Chunghwa Telecom (Hinet): certain website services and mail-delivery hosts are located in Taiwan.

6.2 Authorisation Mechanism

6.2.1 The Google Workspace one-click authorisation is a voluntary authorisation by the Merchant and must be initiated by the Merchant. The Platform does not obtain any third-party authorisation on the Merchant's behalf.
6.2.2 When granting authorisation, the Merchant shall itself confirm that it has obtained internal organisational authorisation and that it has a legal basis consistent with the Personal Data Protection Act.
6.2.3 The Merchant may revoke the Google authorisation at any time. Following revocation, the Platform can no longer access the corresponding Google resources on the Merchant's behalf and the affected module functions will be unavailable. A User may withdraw the authorisation directly on the corresponding module settings page in the platform console; access ceases immediately on withdrawal, and existing access tokens are revoked within 24 hours. Authorisation for Google services may also be revoked in that service's account permissions settings.
6.2.4 Google authorisation tokens are stored with AES-256-GCM encryption in the module settings.

6.3 Availability

6.3.1 Third-party services are independently provided by the respective third party, which is responsible for its own functionality, availability, performance, information security and terms of service. The Operator makes no express or implied warranty as to third-party services.
6.3.2 Interruptions, restrictions, failures, changes to terms, termination or price adjustments by third parties may directly affect the normal operation of Platform functions. The Operator will use reasonable endeavours to coordinate, but does not warrant that interruptions of third-party services will not occur.
6.3.3 The LINE Official Account Module and the E-Invoice Module are currently in a disabled / external state and apply when the Merchant enables them; rules of use upon activation are governed by the terms of the relevant third party.
6.3.4 Third-party fees are charged by the third party under its own terms or borne by the Merchant; the Operator does not collect them on third parties' behalf.

6.4 Boundaries of Responsibility

6.4.1 The Operator's relationships with third parties do not create any agency, employment or partnership.
6.4.2 The rights and obligations of a User in relation to third-party services shall be handled separately in accordance with that third party's terms of service.

7. Merchant Responsibilities

This Section governs the responsibilities of Merchants in respect of their business operations, the lawfulness of data processing, review of AI output, and restrictions on unlawful business activities.

7.1 General Responsibility

7.1.1 The Merchant is responsible for the conduct of all business carried on through the Platform and shall ensure that the content and conduct of that business comply with the laws, regulations and these Terms of Service of its place of business.
7.1.2 Platform administrators may examine account and organizational activity records to ensure service security and compliance with these Terms of Service. Where practicable, the person subject to review is notified in advance, in writing or by in-platform notification, of the review and its scope, except in urgent circumstances or where required by law.

7.2 Lawfulness of Data

7.2.1 The Merchant shall itself ensure that the collection, processing and use of data uploaded, input, stored or processed by it has a lawful basis and complies with the Personal Data Protection Act.
7.2.2 The Merchant shall not use the Platform to collect, process or transmit personal data without the consent of the data subject, nor to perform any data activity that these Terms of Service expressly prohibit.
7.2.3 In respect of the personal data of its own members, customers, consumers or employees, the Merchant acts as the data user under the Personal Data Protection Act and is itself responsible for fulfilling the obligations of notice, consent, retention period, deletion and security maintenance. In such cases the Platform acts as a technical service provider entrusted by the Merchant.
7.2.4 Ownership of content uploaded by the Merchant is governed by Section 9.2.

7.3 Review of AI Output

7.3.1 Before making any AI-generated content available, publishing it or delivering it to any third party, the Merchant shall review its accuracy, lawfulness and appropriateness itself.
7.3.2 The Merchant shall not use AI-generated content directly for professional advice matters involving medical, legal or investment matters without prior review.
7.3.3 Where the Merchant makes AI-generated content available externally, it shall disclose that the content was produced with AI assistance, and shall itself label AI-generated or AI-assisted content in its own user interface. The Platform provides standard wording templates for the Merchant's use.

7.4 Prohibition of Unlawful Business

7.4.1 The Merchant shall not use the Platform to carry on business that violates the laws of the Republic of China (Taiwan) or the laws of its place of business.
7.4.2 Where the Platform determines that unlawful circumstances exist, the Platform may suspend or terminate the service in accordance with Section 15 and handle indemnity in accordance with Section 13.

7.5 Taxation

7.5.1 The Merchant shall handle tax filing, invoice issuance and tax identification number (Unified Business No.) matters relating to its own business. The Platform's e-invoice module is a tool provided where the Merchant itself enables it, and the Operator does not assume tax filing responsibility by reason of the use of that function.
7.5.2 Settings entered by the Merchant in its organization data, including whether prices include tax, must correspond to its actual business circumstances.

8. Acceptable Use Policy

This Section governs the list of prohibited uses of the Platform and the measures the Platform may take in response to a breach.

8.1 Prohibited Conduct

8.1.1 Creating, publishing or distributing unlawful content, or placing links to unlawful content within content.
8.1.2 Infringing the copyright, trademark right, patent right, trade secret, privacy right, personality rights or other legitimate rights and interests of any other person.
8.1.3 Misusing the Platform's e-mail or messaging functions, including bulk sending without the recipient's consent, repeated sending, misleading content, or sending spam through a Platform account.
8.1.4 Conducting hacking attempts, vulnerability scanning, information gathering or other unauthorised access against the Platform, its servers, its network or third-party services.
8.1.5 Reselling, letting, lending, sharing or otherwise making the Platform account, access rights or third-party authorisations available without the consent of the Platform and the relevant rights holder.
8.1.6 Using AI-generated content for medical, legal or investment professional advice without review.
8.1.7 Using the Platform or its third-party services for gambling, fraud, spam, unlawful collection of personal data or other unlawful activities.
8.1.8 Evading, interfering with or disrupting the Platform's security mechanisms, monitoring mechanisms, audit records or the functional limits under these Terms of Service.

8.2 Traffic and Automation

8.2.1 A User shall not scrape Platform content in bulk by automated means without the Platform's consent, nor make improper use of the Platform's servers and bandwidth.
8.2.2 The limits are 60 requests per second and 3,000 requests per minute per API key. A client exceeding these limits may have its request rate temporarily restricted, with an HTTP 429 response returned.

8.3 Audit

8.3.1 For the purposes of security audit and behavioural tracking, the Platform may record the action performed, resource type and identifier, IP address, User-Agent, event metadata and timestamp.

8.4 Remedial Measures

8.4.1 The Platform may, in accordance with Section 15, issue a notice, restrict functionality, suspend the service or terminate the service in respect of a User that breaches this Section.

8.5 Rights Notices

8.5.1 A User shall not remove, obscure or alter the Platform's or its operator's trademarks, logos, source code or other rights notices in any manner. The marks used by the Platform are "Vanilla Technology", "Vanilla SI" and the console interface icons; all other third-party trademarks remain the property of their respective owners.

9. Intellectual Property Rights

This Section governs ownership of the Platform, the modules and User content, and the scope of the rights granted by the User in respect of that content.

9.1 Platform-side Rights

9.1.1 The intellectual property rights in the Platform's framework, modules, source code, interface design, documentation and other content supplied by the Operator belong to the Operator.
9.1.2 The Operator may use and modify the modules and framework it supplies for the purposes of operating, maintaining, securing and improving the Platform; provided that the Platform does not train public models on Merchant or User content.

9.2 Merchant-side and User-side Rights

9.2.1 The rights in content, data, documents, custom configurations and business data uploaded, created or generated by a Merchant on the Platform belong to that Merchant.
9.2.2 The rights in content and data uploaded by a User belong to that User; the User shall itself confirm that it is entitled to upload such content.
9.2.3 The licence granted under Section 9.3 does not affect ownership of the content.

9.3 Licence Granted to the Operator

9.3.1 The User grants the Operator a non-exclusive, revocable, worldwide, royalty-free licence, limited to the use necessary to provide, maintain, diagnose, back up, secure and support the Platform and to resolve disputes; the exercise of that licence shall not extend beyond what is necessary to provide the service.
9.3.2 The use of personal data remains subject to the Personal Data Protection Act and the Platform's "Privacy Policy" (《隱私權政策》).
9.3.3 The Merchant shall itself obtain any necessary consent or authorisation from third parties in respect of data used through third-party services.

9.4 Reverse Engineering and Redistribution

9.4.1 Without the Operator's prior written consent, a User shall not reverse engineer, decompile or disassemble the Platform, nor redistribute, sublicense or let the Platform's modules or framework.
9.4.2 This Section does not restrict acts permitted by law. The Operator publishes public API documentation, and use of the API is licensed under these Terms of Service and the API usage rules stated in the platform console.

10. Confidentiality

This Section governs the confidentiality obligations of both parties in respect of non-public information disclosed under these Terms of Service or through use of the Platform.

10.1 Definition

10.1.1 "Confidential Information" means information disclosed by one party to the other in any form, whether oral, written, electronic or otherwise, that by its nature or the circumstances of disclosure should be regarded as confidential, including but not limited to trade secrets, technical data, prices, customer lists, account credentials, unpublished product plans and transaction information.

10.2 Obligations of the Receiving Party

10.2.1 Use Confidential Information solely for the purpose of performing these Terms of Service and providing the Platform's services.
10.2.2 Limit access to Confidential Information to personnel who need to know it by reason of their duties, and procure that they are bound by equivalent confidentiality obligations.
10.2.3 Apply protection measures no less reasonable than those applied to its own information of a similar nature.
10.2.4 On becoming aware of, or where there is a risk of, unauthorised disclosure, immediately notify the disclosing party and cooperate with its response measures.

10.3 Exceptions

10.3.1 The receiving party has lawfully acquired the information and its confidentiality obligations have terminated.
10.3.2 The information enters the public domain otherwise than through the fault of the receiving party or its personnel.
10.3.3 The receiving party has obtained the disclosing party's prior written consent.
10.3.4 Disclosure is required by law, court order or a competent authority, and the receiving party has given prior notice to the disclosing party to the extent permitted by law.

10.4 Survival

10.4.1 The obligations of confidentiality in this Section survive the termination of these Terms of Service or the deletion of the User's account for 5 years, and continue for the duration of their status as trade secrets.

11. Disclaimers

This Section governs the statements made by the Operator as to the provision of the services and the matters for which the Operator assumes no responsibility.

11.1 Manner of Provision

11.1.1 The Platform is provided on an "as is" basis. To the maximum extent permitted by law, the Operator does not warrant that the Platform will be entirely free from interruption or error, permanently available, or fully responsive to a User's particular requirements, and does not warrant the availability of third-party services.

11.2 Testing Phase

11.2.1 The Platform is currently in the testing phase and has not been opened to indexing by search engines. Features, performance, capacity, interfaces and module combinations may be adjusted during the testing phase.

11.3 AI Output

11.3.1 The Operator does not warrant the accuracy, completeness or fitness for purpose of the Platform's AI output. AI output may be inaccurate and must be reviewed by the User.

11.4 Information Security

11.4.1 The Operator does not warrant that the Platform will entirely prevent unauthorised access, data leakage, service interruption or any form of hacking; provided that the Operator has implemented the security measures set out in Section 4.2.

11.5 Business Results

11.5.1 The Operator gives no warranty or advice as to a User's business results, revenue, profit or commercial decisions.

11.6 Excluded Matters

11.6.1 The Operator is not responsible for the following, save where caused by the Operator's intentional misconduct or gross negligence: content uploaded or input by a User; AI-generated content published by a Merchant without review; goods, services or advertising content supplied by a Merchant on the Platform; interruption of or changes to third-party services; and unauthorised sharing of accounts, leakage of credentials, or a User's device being taken under the control of another person.

11.7 No Professional Advice

11.7.1 Any service consultation or advice provided through the Platform does not constitute legal, tax, medical or investment advice.

11.8 Standard-form Contracts

11.8.1 These Terms of Service constitute a standard-form contract (定型化契約) and shall be interpreted in a fair and reasonable manner in accordance with the Consumer Protection Act and the Civil Code of the Republic of China (Taiwan) as they relate to standard-form contracts. The separate statements and notices supplied by the Operator are the Terms of Service and the Privacy Policy; during the payment stage the Pricing Plans and Refund Rules are also supplied; and where third-party services are involved, a link to that third party's own terms of service is provided.

12. Limitation of Liability

This Section governs the cap on the Operator's liability, the exclusion of indirect loss, and liabilities that cannot be limited.

12.1 Liability Cap

12.1.1 To the maximum extent permitted by law, the Operator's total liability to a User shall not exceed the fees paid by that User for the Platform during the 12 months preceding the occurrence of the loss.
12.1.2 Where the User has paid no fees, the Operator's liability shall not exceed New Taiwan Dollar (NT$) 10,000; any amount above this shall be separately agreed in writing by the parties.

12.2 Scope of Application

12.2.1 For the matters listed in Section 11.6, unauthorised use of an account, breach of the Acceptable Use Policy in Section 8, and loss arising from hacking attempts or hacking, the Operator's liability is likewise subject to the cap in Section 12.1.
12.2.2 The limitations of liability in this Section do not apply to the Operator's intentional misconduct or gross negligence, and do not exclude any liability that cannot be excluded by law.

12.3 Indirect Loss

12.3.1 The Operator shall not be liable for indirect, incidental, special or punitive loss arising from a User's data, content or settings; provided that loss caused by the Operator's intentional misconduct or gross negligence is not subject to this limitation.

12.4 Attack Activities

12.4.1 Any attack against the Platform or third-party services is the sole responsibility of the person carrying it out.

12.5 Non-excludable Liability

12.5.1 The limitations, exclusions and liability caps in this Section do not exclude or limit any liability that cannot be excluded or limited under the laws of the Republic of China (Taiwan).

13. Indemnity

This Section governs the scope of indemnity payable by a User where the Operator suffers loss as a result of the User's breach of these Terms of Service or infringement of a third party's rights.

13.1 Scope of Indemnity

13.1.1 A User shall indemnify the Operator, its personnel, agents and partners against loss, claims and expenses and losses (including reasonable legal fees, court costs and mediation costs) arising from any of the following:
13.1.1.1 breach of these Terms of Service or the Platform's "Privacy Policy" (《隱私權政策》);
13.1.1.2 infringement of a third party's intellectual property rights, personality rights, privacy rights or other rights;
13.1.1.3 uploading, inputting, publishing or otherwise using unlawful content or content that infringes the rights of others;
13.1.1.4 unlawful use of third-party services, including unauthorised Google authorisation.

13.2 Notification and Cooperation

13.2.1 A User that becomes aware that the Platform has been unlawfully used or infringed shall notify the Platform promptly and cooperate with the Platform's handling of the matter.

13.3 Procedure for Claims

13.3.1 When the Operator asserts an indemnity claim under Section 13.1, it shall notify the User of the amount claimed and the basis for the claim, and shall provide a reasonable explanation and an opportunity to respond.

14. Procedure for Intellectual Property Infringement Notices

This Section governs the requirements for a notice of infringement submitted by a rights holder, the measures available to the Platform, and the counter-notice procedure available to the publisher of the content at issue.

14.1 Notice Requirements

14.1.1 A rights holder may submit a notice to the Platform, and that notice shall include:
14.1.1.1 the name of the rights holder, contact information, address and e-mail address;
14.1.1.2 a description of the infringing content sufficient to identify it, and the URL of that content;
14.1.1.3 a prima facie demonstration of the rights holder's rights in the content (for example, a certificate of rights);
14.1.1.4 a statement by the rights holder, under penalty of perjury, that the content was removed or the link disabled without their consent and that the information in the notice is accurate; and
14.1.1.5 the signature of the notifying party or an electronic signature.

14.2 Measures of the Platform

14.2.1 Upon receiving a notice that satisfies the requirements of the preceding paragraph, the Platform may, at its discretion, take one or more of the following measures:
14.2.1.1 suspend or remove the content at issue, or suspend access to it; and
14.2.1.2 notify the User and forward the notice to the publisher of the content at issue.
14.2.2 When taking the measures in the preceding paragraph, the Platform shall record the handling. The Platform maintains complete audit logs recording the action performed, resource type and identifier, IP address, User-Agent, event metadata and timestamp.

14.3 Counter-Notice

14.3.1 A publisher of content at issue who receives a notice may submit a counter-notice containing:
14.3.1.1 the name of the publisher, contact information and address;
14.3.1.2 identification of the reference to the publisher's content in the original notice, and an explanation of why the content does not infringe the rights holder's rights;
14.3.1.3 a statement that the publisher holds rights in the content, or has the consent of the rights holder;
14.3.1.4 a statement consenting to the jurisdiction of the judicial authorities and of the Platform and agreeing to provide necessary information; and
14.3.1.5 the signature of the publisher or an electronic signature.
14.3.2 Upon receiving a counter-notice, the Platform may restore the content previously removed or suspended. An alleged infringer may submit a counter-notice within 10 business days of receiving the notice, and the Platform shall restore the affected content within 5 business days of receiving the counter-notice.

14.4 Other Provisions

14.4.1 Measures taken by the Platform under this Section do not affect the rights holder's right to bring proceedings separately in accordance with law, and do not affect the User's obligations under Section 13.
14.4.2 Notices and counter-notices under this Section may be delivered by e-mail to the contact details in Section 20.

15. Service Changes, Suspension, Termination and Account Deletion

This Section governs changes to the service, the circumstances and consequences of suspension and termination, the procedure for account deletion, and the retention of data.

15.1 Service Changes

15.1.1 The Operator may from time to time adjust the features, modules, interfaces and charging mechanism of the Platform, and shall notify Users in accordance with the procedure in Section 17.
15.1.2 Adjustments made during the testing phase may be made without advance notice on equivalent terms, provided that they are announced on the Platform's website or in the console.

15.2 Suspension of Service

15.2.1 The Platform may suspend the provision of all or part of the Platform's services in the following circumstances: system maintenance, system upgrades, handling of information security incidents, interruption of third-party services, or force majeure.
15.2.2 During a suspension, the scope of functions that are not available shall be announced on the Platform's website or in the console.

15.3 Termination of Service

15.3.1 The Operator may terminate all or part of the service in the following circumstances: a User's material breach of these Terms of Service; failure to pay fees when due; circumvention of reasonable use limits; or termination required for operational or regulatory reasons.
15.3.2 A User may at any time terminate its right to use the Platform and delete its account in accordance with Section 15.4.
15.3.3 On termination, the rights and obligations of the parties end as at the date of termination; provided that Sections 10, 12 and 13 and any obligation to retain records under law are not discharged by reason of termination.

15.4 Account Deletion

15.4.1 A User may apply for deletion of its account through the Platform console or by the means set out in Section 20.
15.4.2 Following deletion of the account, account and operational data are purged within 30 days; payment, invoice and tax records are retained as required by tax law, and accounting and tax records are retained for 5 years.
15.4.3 Before deletion, the Platform may require the User to settle any prepaid balance, outstanding cases and undelivered third-party authorisations. Before an account is deleted, the Platform shall provide a data export within 7 days of receiving the deletion request. Any unsettled balance or incomplete transaction shall be settled before deletion takes place, and in no event later than 90 days from the deletion request.
15.4.4 After deletion of the account, the User shall itself complete any necessary removal or amendment in respect of content already published, notices already sent and data already submitted under that account.

15.5 Data Retention Periods

15.5.1 Account and operational data: retained for the duration of the account's existence, and purged within 30 days after the account is deleted.
15.5.2 Payment, invoice and tax records: retained as required by tax law (accounting and tax records for 5 years).
15.5.3 Audit records: three years from the date the record is created.
15.5.4 Login sessions: a session expires if no activity is recorded for 24 hours from the last activity time, and is revoked and purged immediately upon sign-out.

15.6 Account Restoration

15.6.1 An account cannot be restored once deleted, and the Platform retains no account data that would permit restoration. Where an account is deleted in error following impersonation, the affected person may raise a complaint with the Platform within 30 days, and the Platform will verify and handle it separately.

16. Governing Law and Dispute Resolution

This Section governs the governing law of these Terms of Service, the procedure for resolving disputes, and the court of first instance.

16.1 Governing Law

16.1.1 The formation, validity, interpretation, performance and dispute resolution of these Terms of Service shall be governed by the laws of the Republic of China (Taiwan).

16.2 Dispute Resolution

16.2.1 Any dispute arising from these Terms of Service shall first be resolved through good faith negotiation between the parties.
16.2.2 If negotiation fails, either party may bring proceedings before the Taiwan Taipei District Court, which shall have exclusive jurisdiction as the court of first instance.
16.2.3 Consumer disputes arising from these Terms of Service shall be handled by the parties' agreement in accordance with Article 47-11 of the Consumer Protection Act, which applies mutatis mutandis the provisions of the Code of Civil Procedure on small claims procedure.
16.2.4 For matters falling within the jurisdiction of other district courts, no arbitration agreement is adopted, and the parties agree that the Taipei District Court of Taiwan has jurisdiction as the court of first instance.

16.3 Language Versions

16.3.1 In the event of any discrepancy between the language versions of these Terms of Service, the Traditional Chinese version shall prevail.

17. Amendments to These Terms

This Section governs the procedure for amending these Terms of Service, the method of notification, and the manner in which a User accepts the amendments.

17.1 Right to Amend

17.1.1 The Operator may from time to time revise, supplement or amend these Terms of Service. The amended Terms of Service take effect from the date of announcement.

17.2 Method of Notification

17.2.1 The Operator shall notify Users before the amended Terms of Service take effect, by means of the Platform's website, a notice in the console, e-mail or other reasonable means. Material changes are notified 14 days before taking effect and non-material changes 7 days before taking effect. Notice is delivered through both in-platform notifications and the e-mail address registered to the account, and is published on the website.

17.3 Material Changes

17.3.1 Where an amendment materially affects a User's rights and obligations, it shall be notified prominently, and the User shall retain the opportunity to object. A change is material where it affects fees, service content, data handling, limitations of liability or dispute resolution. Where a User objects before the change takes effect, the Platform shall respond within 15 business days. Where the change is disadvantageous to that User, the Platform shall offer the option of terminating the agreement without penalty.

17.4 Acceptance by the User

17.4.1 A User that continues to use the Platform after the amended Terms of Service take effect is deemed to have accepted the amendment.
17.4.2 A User that does not accept the amendment may cease using the Platform and delete its account in accordance with Section 15.4.

17.5 Version Record

17.5.1 The version, effective date and content of changes are recorded in the "Version History" at the end of these Terms of Service.

18. Method of Notice

This Section governs the manner of delivery and the effective timing of notices relating to these Terms of Service, the account and the service.

18.1 Methods of Delivery

18.1.1 Notices given by the Platform under these Terms of Service may be delivered by any of the following:
18.1.1.1 announcement on the Platform's website or in the console;
18.1.1.2 delivery to the e-mail address registered on the User's account;
18.1.1.3 delivery to the telephone number registered on the User's account (only where immediate action is required); and
18.1.1.4 any other means agreed by the parties.

18.2 Maintenance of Contact Information

18.2.1 The User shall ensure that its registered contact information is accurate and shall update it promptly upon any change. Where a notice fails to reach the User as a result of failure to update, the User bears the adverse consequences.

18.3 Effective Timing

18.3.1 The time of arrival of a notice delivered by e-mail is determined by the time the sending server confirms successful receipt. Where a bounce-back occurs for technical or network reasons and re-delivery is not successful within 5 business days, the Platform shall notify by in-platform notification or other reasonable means.
18.3.2 A notice concerning account deactivation, service termination or a material change in rights shall be delivered by e-mail or by other means permitting confirmation of receipt, and the relevant record shall be retained.

18.4 Notice Records

18.4.1 Notices generated within an account record the recipient, notification type, delivery channel, notification level, notification content and read status.

19. General Provisions

This Section governs the completeness, severability, restrictions on assignment of rights and obligations, and other general matters.

19.1 Entire Agreement

19.1.1 These Terms of Service, together with the Platform's "Privacy Policy" (《隱私權政策》) and any other policy announced on the Platform, constitute the entire agreement between the parties in relation to the use of the Platform. No oral or written arrangement not set out herein constitutes an agreement between the parties.

19.2 Severability

19.2.1 If any provision of these Terms of Service is held invalid, unlawful or unenforceable by a court or arbitral tribunal, that provision shall be deemed deleted or modified to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

19.3 No Assignment

19.3.1 Without the Operator's prior written consent, a User shall not assign, sell, gift, pass by operation of law or otherwise make available any right or obligation under these Terms of Service to a third party.
19.3.2 Where there is a change in the operating entity of the Operator, the Operator may, after notifying Users in accordance with law, assume generally the rights and obligations under these Terms of Service.

19.4 No Waiver

19.4.1 A failure or delay by the Operator in exercising or enforcing any right under these Terms of Service does not constitute a waiver of that right.

19.5 No Agency

19.5.1 A User shall not permit any other person to use the Platform in the User's name, nor to act on the User's behalf in entering into legal acts.

19.6 Duty to Cooperate

19.6.1 The User shall provide such reasonable and necessary assistance as is required to enable the Platform's maintenance, audit, dispute resolution and compliance with applicable law.

19.7 Third-party Rights

19.7.1 Save as expressly provided in these Terms of Service, no third party who is not a party to these Terms of Service has any right in respect of the Platform or a User. The rights and obligations under these Terms of Service arise solely between the Platform and the User, and no third party may claim under these Terms of Service without the Platform's prior written consent.

19.8 Language Versions

19.8.1 The Traditional Chinese version is the official version of these Terms of Service, and the English, Japanese and Thai versions are auxiliary translations. In the event of inconsistency, the Traditional Chinese version shall prevail.

19.9 Electronic Form

19.9.1 The parties agree that expressions of intent made by electronic signature, e-mail or other electronic form shall satisfy any requirement of writing.

19.10 Headings

19.10.1 Headings are for convenience of reading only and shall not affect the interpretation of these Terms of Service.

20. Contact Information

This Section governs the means by which a User may contact the Operator in relation to these Terms of Service and the designated contact points.

20.1 Operator Details

20.1.1 Name of the Operator: Vanilla Technology Co., Ltd. (香草科技有限公司; platform brand: Vanilla SI).
20.1.2 Place of registration: Taiwan.
20.1.3 Unified Business No.: 【待補：Taiwan Unified Business No.】.
20.1.4 Mode of operation: This platform operates online only and has no physical place of business; no business address is therefore stated. Any change will be announced.
20.1.5 Responsible person: as recorded in the company's registration particulars (the name is not stated in these Terms).
20.1.6 Personal data protection officer: 吳家豪 (Wu, Chia-Hao).
20.1.7 Contact e-mail: service@vaillai.com.
20.1.8 Contact method: This platform operates online only and does not provide a telephone number. Please contact us by e-mail at service@vaillai.com.
20.1.9 Public website: https://vaillai.com.
20.1.10 Platform Console: https://cp.vaillai.com.

20.2 Contact Points for Specific Matters

20.2.1 A notice of intellectual property infringement shall be submitted in accordance with the procedure in Section 14 and may be sent to the e-mail address in Section 20.1.7.
20.2.2 Requests, corrections, deletions or complaints relating to personal data may be submitted by the means set out in the Platform's "Privacy Policy" (《隱私權政策》) and sent to the e-mail address in Section 20.1.7.

20.3 Availability of These Terms

20.3.1 The latest version of these Terms of Service is made available by the Platform at https://vaillai.com for reading and download.

21. Version History

This Section records the version history and effective dates of these Terms of Service.

Version	Effective Date	Summary of Changes
v1.0	2026-10-24	Initial version

These Terms of Service take effect on 2026-10-24.