KIDGE Terms of Service

Version 2.3 — Effective Date: October 12, 2026

This English version is provided for reference only. In the event of any inconsistency, the Traditional Chinese version prevails (see Section 18.3).

These Terms of Service (the "Terms") are entered into between KIDGE Ltd. (格界科技有限公司; "KIDGE", "we", or "the Company") and the business or organization using the KIDGE service (the "Customer").

The Service is provided solely to businesses, institutions, and professionals for business or professional purposes. It is not offered to consumers for personal, family, or household use. By accepting these Terms on behalf of the Customer, you represent that you have authority to bind the Customer. If you lack such authority, or the Customer does not agree to these Terms, do not register for or use the Service.

The Customer becomes bound by these Terms upon the earliest of: (a) clicking "Agree" or a similar button; (b) creating an organization, subscribing, or signing an Order Form in the Customer's name; (c) completing any transaction through the Paddle checkout; or (d) signing an Order Form or service agreement with the Company that references these Terms. Authorized Users and External Participants do not become Customers by logging in; their use is governed by Section 3 and the Participant Terms.

1. Definitions

  • Service: the contract-performance management platform provided by KIDGE at kidge.io, app.kidge.io, related subdomains, and APIs, including the Internal Portal, Owner Portal, Vendor Portal, and any features the Company makes available from time to time.
  • Plan: a subscription tier and its included allowances as set out on the pricing page or an Order Form, including the number of active projects, internal seats, AI extraction credits, and other billable items.
  • Authorized User: an individual designated by the Customer, whose permissions are managed by the Customer, and who may log in to the Service using a seat under the Customer's account, including the Customer's employees and contractors.
  • External Participant: a third party (e.g., an owner, supervising engineer, subcontractor, or supplier) and its personnel invited by the Customer to access a specific project through the Owner Portal or Vendor Portal. External Participants are not Customers; their use of the Service is governed by Section 3.4 and the Participant Terms.
  • Customer Content: all data uploaded, entered, or generated through the Service by the Customer or its Authorized Users, including contracts, drawings, valuation documents, schedules, messages, uploaded files, and derived data.
  • Confirmed Record: an event, document, or status record within Customer Content that has been confirmed by the project participants (the Customer and one or more External Participants) through the Service's workflow, time-stamped and hashed by the Service, and locked. Confirmed Records are the building blocks of what the Service calls the "Performance Passport."
  • AI Features: features of the Service that use machine-learning models to assist with extraction, summarization, comparison, or suggestions.
  • Order Form: a written document separately signed by the Customer and the Company setting out the Plan, fees, term, or special conditions.
  • Paddle: Paddle.com Market Ltd. and its affiliates, the Company's authorized reseller and Merchant of Record.

2. Contract Structure and Precedence

2.1These Terms, the Privacy Policy, the Refund Policy, the Participant Terms, and the Data Processing Addendum (the "DPA") together constitute the entire agreement between the Customer and the Company. In the event of conflict, the following order of precedence applies: Order Form (if any) → DPA → these Terms → other policies.

2.2When the Customer purchases a subscription through Paddle, the counterparty to the payment transaction is Paddle, and Paddle's Buyer Terms and Refund Policy apply to that transaction. The license to use the Service, data processing, and the Service itself are provided by the Company under these Terms. Paddle's involvement does not alter the rights and obligations between the Customer and the Company; the provisions of these Terms regarding liability, confidentiality, and data apply in full.

2.3Any pre-printed terms on the Customer's procurement documents, vendor registration forms, or purchase orders that conflict with these Terms are of no effect unless expressly accepted by the Company in writing.

3. Accounts and Users

3.1Registration Information: The Customer shall provide true, complete, and current company name, contact, and billing information, and keep it updated.

3.2Account Security: The Customer shall safeguard its login credentials and is responsible for all acts of its Authorized Users. The Customer shall notify the Company immediately upon becoming aware of any unauthorized use of its account. Any action taken using the credentials of the Customer or its Authorized Users is presumed to be an action of the Customer, except where the unauthorized use is attributable to the Company.

3.3Permission Management: The Customer is responsible for configuring and maintaining the permission levels of its Authorized Users and External Participants, and for promptly removing or adjusting permissions when personnel depart or projects end. The Customer is responsible for any data disclosure resulting from its failure to adjust permissions in a timely manner.

3.4External Participants: The Customer may invite External Participants to access specific projects. The Customer shall ensure that invited External Participants are entitled to participate in the project and is responsible to the Company for those it invites. External Participants must accept the Participant Terms when accepting the invitation; those who do not accept cannot access the project. Seats for External Participants are provided as set out on the pricing page. The Company owes no performance obligations to External Participants under these Terms but protects their data in accordance with the Privacy Policy and the Participant Terms.

3.5Multi-Party Nature of Confirmed Records: The Customer acknowledges that Confirmed Records are created through joint confirmation by the Customer and External Participants, for the purpose of providing all participants with a consistent and verifiable record. Accordingly:

(a)once a Confirmed Record is locked, no party (including the Customer) may unilaterally modify or delete its content; corrections shall be made by adding a correcting record;

(b)during the life of a project, each participant may access the Confirmed Records in which it participated;

(c)when the Customer terminates its subscription or deletes a project, the Company may, under Section 12.4, give External Participants an opportunity to request export of the Confirmed Records in which they participated before deletion;

(d)the Customer agrees that confirmations made by it and External Participants in the Service constitute electronic signatures and electronic documents between them, and consents to their being made by electronic means.

3.6Age and Capacity: Authorized Users and the personnel of External Participants must be at least eighteen years old and have full legal capacity.

4. The Service

4.1License: During the subscription term and subject to the Customer's compliance with these Terms, the Company grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service within its Plan allowances for its internal business purposes.

4.2Changes to the Service: The Company may continuously improve the Service, including adding, modifying, or discontinuing features. If a change would materially reduce the core functionality of a Plan the Customer has paid for, the Company will give at least thirty days' notice before it takes effect, and the Customer may cancel its subscription under Section 6.1.

4.3Beta Features: Features labeled Beta, Preview, or Trial are provided as-is; the Company may modify or discontinue them at any time, and the warranties and service levels in Section 13 do not apply to them.

4.4AI Features: Output from AI Features is generated by probabilistic models and may be incomplete or inaccurate. AI extraction results become Confirmed Records only after confirmation by an Authorized User; unconfirmed AI output is for reference only and shall not be treated as a representation or recommendation of the Company.

4.5Support and Service Levels: The Company provides support as described on the pricing page. Any service level agreement (SLA) applies only if separately agreed in an Order Form.

4.6Third-Party Services: The Service relies on third-party infrastructure and service providers. If the Customer connects third-party services of its own choosing through the Service, the Customer is responsible for complying with those third parties' terms.

5. Fees, Billing, and Payment

5.1Plans and Fees: Fees are calculated according to the Plan selected by the Customer, the billing cycle (monthly or annual), and the prices set out on the pricing page or Order Form. Billing dimensions include the number of active projects, internal seats, AI extraction credits, and other add-ons. Allowances are calculated as described on the pricing page.

5.2Payment via Paddle: Unless otherwise agreed in an Order Form, all online payments are processed through Paddle. Paddle is the seller and Merchant of Record for the transaction and is responsible for collecting payment, issuing receipts, calculating and remitting transaction taxes in each jurisdiction, and processing refunds. The Customer agrees to Paddle's Buyer Terms at checkout. The Company does not issue receipts to or collect payment from the Customer directly.

5.3Taxes: Prices on the pricing page exclude value-added tax, sales tax, goods and services tax, or similar taxes. Applicable taxes are calculated and added by Paddle at checkout based on the Customer's location. Customers eligible for tax exemption shall provide evidence to Paddle at checkout.

5.4Automatic Renewal: Subscriptions renew automatically at the end of each billing cycle for the same cycle length and are billed accordingly, unless the Customer cancels under Section 6 before the end of the current cycle.

5.5Overages: If the Customer's usage exceeds its Plan allowances, the Company may charge overage fees under the rules on the pricing page, require an upgrade, or, after notice, restrict the functionality exceeding the allowance.

5.6Price Changes: The Company may adjust Plan prices. Price changes apply from the Customer's next billing cycle, and the Company will notify the Customer by email at least thirty days before they take effect. For annual Customers, new prices apply only from the annual renewal.

5.7Upgrades and Downgrades: Upgrades take effect immediately, and the unused portion of the current cycle is credited pro rata toward the new Plan, as calculated by Paddle. Downgrades take effect from the next billing cycle.

5.8Late Payment: If the Customer fails to pay by the due date, or a charge through Paddle fails, the Company may switch the Customer's account to read-only mode on the day of the missed payment or failed charge; Paddle's payment-failure notice or the Company's invoice constitutes notice under this Section. In read-only mode, the Customer and its users may view data and request export under Section 7.7 but may not add, modify, or confirm any content. If payment remains outstanding for thirty days, this constitutes a material breach by the Customer, and the Company may terminate these Terms and handle data under Section 12.4. Fees continue to accrue during the read-only period.

5.9Direct Invoicing for Enterprise Customers: Where an Order Form provides for payment by bank transfer, the Company may issue a uniform invoice (統一發票) or commercial invoice directly. Payment is due within thirty days of the invoice date; other terms are as set out in the Order Form.

6. Cancellation and Refunds

6.1Cancellation: The Customer may cancel its subscription at any time through account settings or the management link provided by Paddle. Cancellation takes effect at the end of the current billing cycle; the Customer may continue to use paid features until then.

6.2Refund Principle: Refunds of fees paid through Paddle are governed by Paddle's Refund Policy; the Customer may request a refund from Paddle within fourteen days of the transaction date. Any non-waivable refund or withdrawal rights the Customer has under the laws of its jurisdiction are unaffected by this Section.

6.3Add-ons: Add-ons such as AI extraction credits and additional seats take effect immediately upon purchase. Refunds are handled under Section 6.2 and Paddle's Refund Policy.

6.4Fee Disputes: For any dispute about fees paid through Paddle, the Customer should contact Paddle Buyer Support (paddle.net). The Company encourages the Customer to contact Paddle before raising a dispute with its card issuer.

7. Customer Content and Data Rights

7.1Ownership: All rights in Customer Content belong to the Customer or its original rights holders. The Company acquires no ownership of Customer Content by providing the Service.

7.2License to the Company: The Customer grants the Company and its sub-processors a worldwide, non-exclusive, royalty-free license to store, copy, process, transmit, and display Customer Content to the extent necessary to provide, maintain, secure, and improve the Service, and to disclose it to Authorized Users and External Participants according to the Customer's settings. This license ends when Customer Content is deleted under Section 12.4, except for content that must be retained by law or under Section 12.5.

7.3No Model Training: The Company does not use Customer Content to train, fine-tune, or improve any machine-learning model, and does not provide Customer Content to third parties for that purpose. The third-party model providers selected by the Company each commit, under their commercial terms of service, not to use data transmitted through the Service for model training; the Company will verify that a provider's terms meet this requirement before switching providers.

7.4De-identified Statistics: The Company may use aggregated statistics that cannot identify the Customer, any individual, or any specific project (e.g., feature usage frequency, system performance metrics) for operations and product improvement.

7.5Customer Warranties: The Customer warrants that: (a) it has the right to upload Customer Content and grant the license in Section 7.2; (b) Customer Content and its use do not infringe any third party's intellectual property, trade secrets, or privacy; and (c) it has provided any notices and obtained any consents required for the collection of personal data.

7.6Accuracy of Customer Content: The party that uploads or confirms Customer Content (including drawings, contract terms, valuation quantities, and AI-extracted data after confirmation) is responsible for its accuracy, completeness, and legality. The Company does not review, and has no obligation to review, the substance of Customer Content.

7.7Data Export: During the subscription term, the Customer may request in writing that the Company export its Customer Content and Confirmed Records. The Company will provide them within thirty days of the request, in a common structured format together with the original uploaded files, at no additional charge. If the same Customer makes more than two requests in a calendar year, the Company may charge a reasonable handling fee for subsequent requests.

8. Record Integrity

8.1The Company's Commitments: For locked Confirmed Records, the Company commits to: (a) record the confirmation time and the identity of the confirming party; (b) lock each record with a hash value and retain it as an immutable record; (c) not itself modify the content of locked Confirmed Records; and (d) present the content being confirmed to the confirming party before confirmation, and preserve that content in the state it was in at the time of confirmation.

8.2Scope of Commitments: The commitments above extend only to the fact that a record's content has not been altered since confirmation. They do not extend to the truth, accuracy, or legality of the record's content. The Company makes no warranty as to the admissibility or probative value of Confirmed Records in any judicial, arbitral, or administrative proceeding; those matters are determined by the law governing the relevant proceeding.

8.3Use by the Customer: The Customer may use Confirmed Records and their verification data in dispute resolution. Upon receipt of a valid court order, a request from an arbitral tribunal, or the written consent of all participants, the Company may issue a verification statement for Confirmed Records and may charge a reasonable fee.

9. Confidentiality

9.1Confidential Information: information provided in any form by one party (the "Discloser") to the other (the "Recipient") that by its nature or marking should reasonably be regarded as confidential. Customer Content and the Customer's commercial terms are the Customer's Confidential Information; non-public technical information about the Service, pricing terms, and security measures are the Company's Confidential Information.

9.2Obligations: The Recipient shall: (a) use Confidential Information solely to perform these Terms; (b) protect it with no less care than it uses for its own information of a similar nature, and in any event with at least reasonable care; and (c) disclose it only to personnel, affiliates, advisors, and sub-processors who need to know and are bound by equivalent confidentiality obligations.

9.3Exceptions: Confidential Information does not include information that: becomes public other than through the Recipient's breach; was lawfully in the Recipient's possession before receipt; is lawfully provided by a third party without a confidentiality obligation; or is independently developed by the Recipient without use of the Discloser's information.

9.4Compelled Disclosure: If the Recipient is required by law, a court, or a regulator to disclose Confidential Information, it shall, to the extent legally permitted, notify the Discloser in advance and disclose only the minimum necessary.

9.5Survival: The obligations in this Section survive termination of these Terms; trade secrets remain protected for as long as they remain trade secrets.

10. Personal Data and Information Security

10.1Roles: For personal data within Customer Content (including data of Authorized Users and External Participants' personnel), the Customer is the collector/controller and the Company is the processor, processing on the Customer's instructions (including the Customer's settings in the Service). For the Customer's account and billing data, the Company is the collector and processes it under the Privacy Policy.

10.2DPA: Processing of personal data between the Company and the Customer is governed by the DPA (kidge.io/en/dpa). Customers whose local law requires a data processing agreement in a specific form may request one from the Company.

10.3Security Measures: The Company will maintain technical and organizational security measures for Customer Content appropriate to the nature of the Service; a summary is set out in Appendix B of the DPA.

11. Acceptable Use

The Customer and its users shall not:

(a)use the Service to store or transmit unlawful, infringing, or malicious content;

(b)reverse engineer, decompile, or attempt to obtain the source code of the Service;

(c)circumvent the Service's access controls, allowance limits, or security mechanisms;

(d)access the Service in bulk by automated means in a way that affects system stability (the Company may set reasonable rate limits);

(e)resell, rent, or provide the Service to third parties on a service-bureau basis;

(f)use the Service to develop or assist in developing a competing product, or copy or replicate the Service's features, interface, or documentation;

(g)upload data of others that they are not entitled to process, or impersonate others in making confirmations.

If this Section is breached, the Company may suspend or terminate the Service under Section 12.3 and may claim damages.

12. Term, Suspension, and Termination

12.1Term: These Terms take effect when the Customer accepts them and end when all subscriptions have terminated and data handling under Section 12.4 is complete.

12.2Termination for Convenience:

(a)The Customer may cancel its subscription under Section 6.1, effective at the end of the current billing cycle, after which Section 12.4 applies; no further notice from the Company is required.

(b)The Company may, by written notice to the Customer, discontinue the Service in its entirety and terminate these Terms at the end of the current billing cycle (or, if fewer than thirty days remain after notice, thirty days after notice); the period already paid for is unaffected.

12.3Suspension or Termination for Breach: If either party materially breaches these Terms and fails to cure within thirty days of written notice from the other party, the other party may terminate these Terms. The Company may suspend the Service immediately upon notice, and terminate if the situation persists, if: the Customer breaches Section 11; the Customer's account is used to harm the Service or others; or the Company is required to suspend by law or a regulator. The Company will give advance notice where practicable and limit suspension to what is necessary.

12.4Post-Termination Data Handling:

(a)For thirty days after subscription termination (the "Export Period"), the Customer may view data in read-only mode and request export of its Customer Content and Confirmed Records under Section 7.7 at no additional charge;

(b)during the Export Period, the Company may notify External Participants of affected projects so that they may request export of the Confirmed Records in which they participated;

(c)after the Export Period, the Company will delete Customer Content from production systems within thirty days; residual data in backups will be deleted in accordance with the Company's backup retention cycle, and the Company has no obligation to separately delete it from backups;

(d)the Customer may request extended retention during the Export Period, and the Company may charge an extended-retention fee.

12.5Legally Required Retention: The Company may retain billing records and the minimum records necessary to evidence performance of these Terms (e.g., hash values and timestamps of Confirmed Records, excluding their content) for the period required by law.

12.6Effect of Termination: Termination does not affect rights and obligations accrued before termination. The Customer shall pay all fees due before termination. Sections 3.5, 7.5, 8, 9, 10, 12.4, 12.5, 13, 14, 15, 18, and 19 survive termination.

13. Warranties and Disclaimers

13.1The Company's Warranty: The Company warrants that it will provide the Service with reasonable care and comply with its commitments in Sections 8 and 10.

13.2Disclaimer: Except for the express warranty above, the Service is provided "as is" and "as available." To the maximum extent permitted by law, the Company disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the Service will be uninterrupted, error-free, or free of security incidents, or that it will meet the Customer's specific requirements.

13.3Professional Judgment Disclaimer: The Service is an information tool for contract-performance management and does not constitute engineering, architectural, legal, financial, or accounting advice. The Customer shall exercise its own professional judgment and bear responsibility for design, construction, valuation, payment claims, claims, and contract performance. The Company is not liable for construction, contractual, or business decisions made by the Customer or third parties in reliance on information in the Service, or their consequences (including construction defects, schedule delays, workplace accidents, liquidated damages, or dispute outcomes). This Section does not relieve the Company of its commitments under Section 8.1 or its liability under Section 14.1.

14. Limitation of Liability

14.1Unlimited Liability: Nothing in this Section limits liability for: (a) damage caused by a party's willful misconduct or gross negligence; (b) damage caused by breach of the confidentiality obligations in Section 9; (c) the Customer's indemnification obligations under Section 15; or (d) liability that cannot be excluded or limited in advance by law.

14.2Excluded Damages: Except as provided in Section 14.1, to the maximum extent permitted by law, neither party is liable to the other for indirect damages, loss of profits, business interruption, loss of goodwill, replacement costs arising from data loss (where the Customer has obtained an export under Section 7.7), or punitive damages, whether or not foreseeable.

14.3Liability Cap: Except as provided in Section 14.1, each party's aggregate liability under these Terms shall not exceed the total fees actually paid by the Customer to the Company under these Terms (including through Paddle) in the twelve months preceding the event giving rise to the liability.

14.4Third-Party Infrastructure: The Company is responsible for the acts of its sub-processors as if they were its own; however, the Company is not liable for regional outages of third-party infrastructure that are not attributable to the Company.

15. Indemnification

15.1Indemnification by the Customer: The Customer shall indemnify the Company for damages and reasonable attorneys' fees arising from third-party claims against the Company based on: (a) Customer Content infringing third-party rights; (b) breach of Section 7.5 or Section 11 by the Customer or its users; or (c) disputes between the Customer and External Participants or other third parties.

15.2Procedure: The Company shall notify the Customer in writing promptly after becoming aware of a claim. The Customer may control the defense and settlement, provided that no settlement may impose non-monetary obligations on the Company or admit fault without the Company's written consent. The Company shall provide reasonable assistance.

16. Force Majeure

If either party is delayed in or prevented from performing due to natural disaster, epidemic, war, terrorism, riot, strike, government action, change in law, utility or internet backbone failure, large-scale distributed denial-of-service attack, or any other cause beyond its reasonable control, its performance obligations (other than payment obligations) are suspended for the duration of the event. The affected party shall notify the other party promptly and take reasonable steps to mitigate. If a force majeure event continues for more than sixty days, either party may terminate the affected subscription.

17. Amendments

17.1The Company may amend these Terms. Amended versions will be posted on the Company's website with their effective date.

17.2For amendments that materially and adversely affect the Customer's rights (including reducing the Company's obligations or expanding the Customer's obligations or liability), the Company will notify the Customer by email at least thirty days before they take effect. A Customer who does not agree may cancel its subscription under Section 6.1 before the effective date. Continued use of the Service after the effective date constitutes acceptance of the amendment.

18. Governing Law, Dispute Resolution, and Language

18.1These Terms are governed by the laws of the Republic of China (Taiwan), excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

18.2The parties shall first attempt in good faith to resolve any dispute arising from these Terms through negotiation for thirty days. Failing resolution, the parties agree that the Taiwan Taipei District Court shall be the court of first instance. This does not prevent either party from seeking provisional remedies or injunctive relief in any court of competent jurisdiction.

18.3The Traditional Chinese version of these Terms is authoritative. English and other language versions are provided for reference only; in the event of any inconsistency, the Chinese version prevails. An Order Form may provide otherwise.

19. General

19.1Entire Agreement: These Terms (including the documents they reference) constitute the entire agreement between the parties regarding the Service and supersede all prior oral or written agreements.

19.2Severability: If any part of these Terms is invalid, the remainder remains in effect; the invalid part shall be replaced with a valid provision that most closely reflects the original intent.

19.3Assignment: The Customer may not assign its rights or obligations under these Terms without the Company's written consent, except to a successor in a merger, acquisition, or transfer of all assets, upon notice to the Company. The Company may assign these Terms to an affiliate or a successor to its business upon notice to the Customer.

19.4Notices: Notices to the Company shall be sent to support@kidge.io or the Company's registered address. Notices to the Customer may be sent to the email address on the Customer's account and are deemed delivered when sent. "Written" or "in writing" in these Terms includes email and system notifications within the Service.

19.5Independent Contractors: The parties are independent contractors; these Terms do not create a partnership, joint venture, employment, or agency relationship.

19.6No Waiver: A party's failure or delay in exercising any right under these Terms does not constitute a waiver.

19.7Export Control and Sanctions: The Customer warrants that it is not listed on any sanctions list of the United Nations, the United States, the European Union, or the Republic of China (Taiwan), and will not use the Service in violation of export control laws.

19.8Feedback: The Company may freely use suggestions or feedback about the Service provided by the Customer, without payment or attribution, provided that the Company does not thereby disclose the Customer's identity or Confidential Information.

19.9Publicity: The Company may list the Customer as a customer or case study only with the Customer's prior written consent.

20. Contact

KIDGE Ltd. (格界科技有限公司)

General, support, and legal notices: support@kidge.io

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