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Terms of Service

Published and effective on May 31, 2023

Welcome to https://chatof.ai (Hereinafter referred to as the "platform")!

This Service Agreement (including all of its updates, supplements, and additional terms, the “Agreement”) is an effective agreement between the user (“you/your”) on one part and METAVERSE CLOUD PTE. LTD. and its affiliates (“we/our/us”) on the other part with respect to your use of our products and services (including but not limited to our programmable interfaces, software, tools, data, and websites). Please carefully read and fully understand the terms of this Agreement before using the services.

By ticking “this Agreement” on the registration page, you have read all terms of this Agreement, in particular the terms marked in bold, agreed to be bound by this Agreement, and accurately understood the legal meaning of the rights, obligations, or limitation or exclusion of liability as provided in this Agreement. This Agreement will be formed and become effective after you tick it. By using the services offered by us, you have agreed to this Agreement. During your use of our services, this Agreement will fully govern the rights and obligations between you and us.

In addition to this Agreement, the platform will publish other rules and regulations, such as the Privacy Policy which describes how we collect and use personal information. Any provisions of other rules and regulations published by the platform shall be followed; for matters not mentioned in such rules and regulations, this Agreement shall prevail. This Agreement also includes other documents, guidelines, or policies that we may provide.

The platform only offers services to any individual aged 18 or older who has the full civil capacity and any legal person or other organization that is duly incorporated and validly existing pursuant to the laws of its domicile and is able to fulfill its obligations under this Agreement. If you do not qualify as a service object, please do not continue to use our services, and we will have the right to cease offering the services to you at any time. You shall guarantee the authenticity of your identity information with which you provide us, and perform the verification of the true identity information conducted by us from time to time.

1. Registration and access

To use our services, you must be aged 18 and able to enter into a legally binding contract with us. If you use our services on behalf of any other individual or entity, you must have the right to accept this clause on his/her or its behalf. You must provide accurate and complete information before registering an account. You shall not provide your access certificate or account to any person other than your organization, and you shall be responsible for all activities that take place through the use of your certificate.

2. Requirements for use

Use of the services. You may access the services in accordance with this Agreement and we will grant you a non-exclusive right to use the services. Our services may involve access to third-party AI services, and you shall agree and undertake to comply with the provisions of all corresponding agreements (including but not limited to https://openai.com/policies/terms-of-use), use policies (including but not limited to https://openai.com/policies/usage-policies) and other applicable laws and regulations with respect to such third-party AI services. We and our affiliates have all rights, ownership, and interests in the services.
If we discover that you have breached the aforementioned agreements, use policies, or other applicable laws and regulations when you use the services, we may request you to make necessary corrections. If you repeatedly breach or materially breach them, we may take further measures, including but not limited to restricting, suspending, or terminating your account.
Feedback. We appreciate your feedback and suggestions for improvement. We will use your feedback and suggestions to improve our products or services and for other reasonable business purposes.
Restrictions. You shall not: (i) use the services in a manner that infringes, misappropriates, or violates any person’s rights; (ii) attempt to discover the models and algorithms of the services and the source codes or underlying components of the systems through reverse engineering, decompilation, disassembly, translation or otherwise (unless such restrictions violate applicable laws); (iii) use the services to develop basic models or other large-scale models that compete with us; (iv) extract data from the services using any methods, including web scraping, web harvesting or web data extraction; (v) misrepresent that the output of the services is generated artificially; however, in actuality, that was not the truth; (vi) purchase, sell or transfer API keys without our prior consent; or (vii) provide us with any personal information regarding minors. You shall comply with any rate limitation and other requirements specified in our and third-party AI service providers’ documentation.
Third-party services. Any third-party software, services, or other products you use in connection with the services are subject to their own terms, and we will not assume any responsibility or make any undertaking for third-party products.
User behavior. As a condition of use, you agree not to use the services for any purpose prohibited by this Agreement or applicable laws. You shall not (and shall not allow any third party to): (i) infringe any patents, trademarks, trade secrets, copyrights or other similar rights of any individual or entity; (ii) engage in threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, privacy-invading, infringing, obscene, offensive, or disrespectful behavior; (iii) send or make unauthorized or unsolicited advertising, spamming or bulk emails, mass messaging, or phone calls; (iv) disrupt or attempt to disrupt the normal operation of the services or use the services in any manner not expressly permitted by this Agreement; or attempt to engage in or participate in any potentially harmful behavior targeting the services, including but not limited to violating or attempting to violate any security features of the services, using manual or automated software or other methods to access, “scrape” or “crawl” any pages contained in the services, introducing viruses, worms, or similar harmful codes into the services, or interfering with or attempting to interfere with the use of the services by any other user, host or network through the ways including overloading, “spamming”, “mail-bombing”, or “crashing”.
Monitoring and execution. We will have the right, but no obligation, to monitor or review the services and contents at any time and retain records of your use in accordance with law. We generally do not monitor user activities related to the services or contents, but we reserve the rights to: (i) at our sole discretion, delete or refuse to publish any of your contents with or without cause in accordance with applicable laws; (ii) take any actions we deem necessary or appropriate regarding any of your content if we believe that such content violates this Agreement, infringes the intellectual property rights or other rights of any individual or entity, threatens the personal safety of service users or the public, or could subject us to liability; (iii) disclose your identity or other information to any third party who claims that materials posted by you infringes its rights, including its intellectual property rights or privacy rights; (iv) take appropriate legal actions against any illegal or unauthorized use of the services, including but not limited to referring such matter to law enforcement agencies; and/or (v) terminate or suspend your access to all or part of the services with or without cause (including but not limited to any violation of this Agreement or mandatory requirements on the service use frequency or timing imposed by law).

3. Content

Your content. You may provide input content (“Input Content”) to the services and receive output content (“Output Content”) generated and returned by the services based on your input. Both “Input Content” and “Output Content” are referred to as the “Content”. You will have the right to input the Content to the extent permitted by applicable laws. Subject to all applicable laws and without infringement upon third-party rights, you may exercise all rights in the Output Content, and you will be responsible for the authenticity, accuracy, legality, and compliance of the Output Content.
By inputting the Content, you agree that we may use your Input Content, including your personal information, for the purpose of providing the services. You shall guarantee that the Input Content, including but not limited to information, data, images, fonts, audio, video, materials, and codes, will be legal, compliant, true, and accurate, and will not infringe the legitimate interests or intellectual property rights of any third party. You shall guarantee that the Input Content will not contain personal information, personal privacy, trade secrets, Confidential Information or any other information that infringes the rights of others. If the legitimate interests of others are damaged or the Confidential Information or trade secrets are disclosed thereby, you shall solely bear all consequences and liability, and we will reserve the right to claim compensation from you for any losses, if any, caused to us, including but not limited to compensations to third parties.
You shall be responsible for the Content, including ensuring that it will not violate any applicable law and this Agreement. You are prohibited from using the Output Content to generate discriminatory content, harm the image or reputation of others, or damage their lawful rights and interests, and from engaging in commercial exploitation or improper marketing. You shall conduct appropriate manual reviews of the Output Content, especially when it is used for automated decision-making.
When using the Output Content, you shall add a mark, clearly indicating that the Output Content is generated by AI to avoid any misunderstanding by your customers or others.
Your files and data. You can upload your files and data to the servers designated by us based on their size and type parameters. Information related to your query is extracted from the uploaded data and files, and we will not interfere with the data and files you have uploaded.
Similarity of Content. Considering the inherent properties of machine learning, the Output Content may not be unique among users, and the services may generate the same or similar outputs for us or third parties. For example, you may provide the Input Content to the model, such as “What color is the sky”? and then receive the Input Content, such as “The sky is blue”. Other users may ask similar questions and receive the same response. Requests from other users and responses to them will not be considered as your Content.
Use of Content to improve the services. As one of the main advantages of the machine learning model, it may improve over time. To help us provide and maintain the services, you agree and instruct us to use the Content to develop and improve the services, and the Content may be used as training data for iterations of our service. You agree to grant us a royalty-free, perpetual, irrevocable, global, non-exclusive, and fully sub-licensable right (including any moral rights) and license, including using the content you share or upload for display and commercial purposes on the platform. We understand that in some cases, you may not hope that your Content will be used for service improvement. You can choose not to have your content used for improvement by sending your organization ID to support@chatof.ai. Please note that in some cases, this may limit our ability to better address your specific issues with the services.
Accuracy. Both AI and machine learning are rapidly evolving fields of research. We keep trying our best to improve our services so that they become more accurate, reliable, safe, and beneficial. Given the probabilistic property of machine learning, the use of our services may generate incorrect output that cannot accurately reflect real individuals, locations, or facts in some cases. You shall assess the accuracy of any Output Content based on your use case, including conducting manual reviews of the Output Content.
Complaints. If you discover or become aware of any Output Content that infringes others’ rights to likeness, reputation or personality, personal privacy, trade secrets, or Confidential Information, please email compliance@engagelab.com. We will selectively take measures, including but not limited to notifying the infringer and making a reasonable judgment of infringement, suspending or ceasing the generation of the aforementioned infringing content, deleting or disabling the Content suspected of infringement, and potentially terminating the account of the repeat infringer. If there is a dispute with respect to infringement and you disagree with our reasonable judgment, you may initiate a lawsuit against the infringer with the court of competent jurisdiction in accordance with law.

The written claim of infringement shall include the following information:

the physical or electronic signature of the authorized representative of the intellectual property right owner;
the description of your alleged infringed work;
the description of the location of your alleged infringing materials on the website;
your address, phone number, and email;
your statement indicating that you believe in good faith that the disputed use is not authorized by the intellectual property right owner or its agent or by law;
your statement that the aforementioned information in your notice is accurate and that you are the intellectual property right owner or the authorized representative thereof.

4. Fees and payment

Fees. We will charge you fees (“Fees”) for the services at such prices and on such terms as specified on the applicable pricing page or in a manner otherwise agreed upon by you and us in writing. If you fail to make a timely payment, we will send you a notice and may suspend your access to the services at any time until we have received the Fees. The Fees are non-refundable unless this Agreement fails to be performed due to failure of the services on our part.
Taxes. Unless otherwise stated, the Fees do not include taxes. You will be responsible for paying all taxes in connection with your purchase, excluding taxes based on our net income, and we may issue the invoice of such taxes to you. You agree to pay such taxes and provide us with a payment certificate or other evidence as may be reasonably requested by us. We will use the name and address provided in your account registration as the jurisdiction for tax purposes, so you must ensure the accuracy and currency of such information.
Changes in prices. We may change our prices by giving a notice to your account and/or publishing a notice on our website. The rising price will take effect on the fourteenth day after the announcement, except as based on legal reasons or the rise in price of the third-party AI services that our services access, in which case such a rising price will take effect immediately. We will charge you based on the new price immediately after the effective date of the price change.
Disputes and late payment. If you have any objections to any Fees or taxes, please email support@chatof.ai within thirty (30) days from the date of the disputed invoice. In case of late payment, you shall pay a penalty at the rate of 0.05% of the overdue amount per day. If you fail to pay any overdue Fees, we will send you a notice of late payment and then suspend your use of the services.
Free service offerings. You are not allowed to create multiple accounts to obtain our free service offerings. If we are of the view that you have registered multiple accounts with malicious intent to obtain free service offerings repeatedly, we may charge you at the standard price or cease providing you with access to the services.

5. Confidentiality, security and data protection

Confidentiality. You may be granted access to Confidential Information belonging to us, our affiliates, and other third parties. You may use the Confidential Information as necessary for using the services only to the extent permitted in this Agreement. You shall not disclose the Confidential Information to any third party and shall protect the Confidential Information with the same degree of care as you use for your own similar information, but in no event less than a reasonable degree of care. Confidential Information refers to non-public information that is designated as confidential by us or our affiliates or should be treated as confidential in such circumstances, including software, specifications, and other non-public information. Confidential Information does not include information which:
a. is or becomes generally available to the public other than through your fault;
b. is received without an obligation of confidentiality;
c. is disclosed to you by a third party who had no obligation of confidentiality; or
d. is independently developed by you without reference to the Confidential Information.
If you give us a reasonable advance notice and use your reasonable efforts to limit the scope of the disclosure, including assisting us in challenging the disclosure request, you may disclose the Confidential Information as required by the law or the valid orders of the court or other government authorities.
Security. You must take reasonable and appropriate measures to help ensure your access to and use of the services. If you discover any vulnerabilities or violations related to your use of services, you must notify us immediately and provide details of such vulnerabilities or violations.
Processing of personal data. If your use of the services involves the processing of personal data, you must provide a legally adequate privacy statement and obtain the consent necessary for processing such data, and you must represent to us that you are processing such data in accordance with applicable laws. If you are bound by the Personal Information Protection Law of the PRC, the General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), or other laws and will use our services to process the “personal data” or “personal information” as defined therein, or any other legal framework, please email compliance@engagelab.com to perform the annex of our data processing.

6. Term and termination

Termination. This Agreement will become effective upon your first use of the services and continue until it is terminated. You may terminate this Agreement at any time, and stop the use of the services and content; however, we will have the right to not refund any Fees. We may terminate this Agreement for any reason, provided that we need to give you advance notice. If you materially breach Section 2 (Requirements for use), Section 5 (Confidentiality, security, and data protection), Section 8 (Dispute resolution), or Section 9 (General terms), or if our third-party AI service provider terminates AI services, resulting in our cessation of the services, or if necessary for complying with laws or governmental requirements, we may terminate this Agreement immediately after giving you notice.
If we discover that you have violated applicable laws and regulations, or violated business ethics or social morality in your use of the services, including engaging in online manipulation, maliciously posting and commenting, generating spam emails, creating malicious software, or engaging in unfair business marketing, we will have the right to suspend or terminate the provision of services to you.
Effects of termination. Upon termination, you shall stop using the services and immediately return or, at our direction, destroy any Confidential Information. The clauses of this Agreement which by their nature are intended to survive expiration or termination, including but not limited to Section 3 and Sections 5 throughout 8, shall remain in full force and effect after expiration or termination.

7. Indemnification, disclaimer, and limitation of liability

Indemnification. You shall defend, indemnify, and hold us, our affiliates, and our personnel harmless from and against any and all claims, losses, costs, and expenses (including attorney’s fees) arising from or in connection with your use of the services (including your Content, and the products or services developed or provided by you in connection with our services) or your breach of this Agreement or any applicable laws.
Disclaimer. Our services will use some publicly available AI platforms, algorithms, and models (“Third-party AI Service Providers”) to generate the Output Content based on your Input Content. You expressly understand and agree that, to the extent permitted by applicable laws, you will use the services at your own risk, and the services will be provided on an “as is” and “as available” basis. We, our affiliates, and licensors disclaim any warranties of any kind or nature, whether express, implied, statutory, or otherwise, regarding the services, including but not limited to warranties of accuracy, completeness, truthfulness, applicability, legality, non-infringement, or utility, and any warranties arising from any course of dealing. We do not warrant that the services will be uninterrupted, accurate, or free from errors, nor do we warrant that any Content will be safe, or not be lost or changed. Further, we shall not be liable for any unavailability of our services in part or whole due to any unavailability of third-party AI services or the suspension or cession of AI services by Third-party AI Service Providers.
a. We will make no warranties, representations, or undertakings that: the services will meet your requirements; your use of the services will be uninterrupted, timely, secure, or free from errors; or the possible results from the use of the services will be accurate, reliable, or free from false information.
b. You will download from the services or otherwise access any Content at your own risk and will be solely liable for any damage to your property (including but not limited to your computer system and any device used to access the services) or any other losses incurred as a result of accessing such Content.
c. The services may be delayed, canceled, or otherwise disrupted. We will make no warranties, representations, or undertakings regarding the services, including but not limited to the quality, effectiveness, and other characteristics of the Services.
d. Any advice or information that is provided by the Output Content generated from the Services will not constitute news publication information, legal, financial, or medical advice, or any other professional advice. Any information provided through the services will not replace professional advice. Before making any significant personal or professional decision, you should always consult with news publication professionals, lawyers, accountants, medical professionals, or other relevant professionals for advice. You will assume all risks associated with reliance on the advice or information provided through the services.
Limitation of liability. We, our affiliates or licensors are not liable for any indirect, incidental, special, consequential, or exemplary damages, including compensations for lost profit, goodwill data, or other losses, even if we have been advised of the possibility of such damages. Our aggregate liability under this Agreement shall be limited to the total amount paid by you for the services that give rise to the claim within 12 months prior to the occurrence of liability. The limitation in this Section shall apply only to the greatest extent permitted by applicable laws.

8. Dispute resolution

You agree as follows:

Applicable laws. The formation, validity, interpretation, performance, and termination of and modifications to this Agreement and settlement of any dispute in connection herewith shall be governed by the laws of Singapore and not violate any mandatory provisions of other laws that may be applicable to this Agreement.
Informal dispute resolution. We would like to understand and attempt to resolve your concerns before resorting to formal legal action. Prior to making a claim against us, you agree to try to resolve the dispute informally by giving notice to us at compliance@engagelab.com, specifying your name, the description of the dispute, and the remedies you are seeking. If we are unable to resolve the dispute within 60 days, you may initiate formal litigation.
No class actions. Disputes may be raised only on an individual basis and may not be raised in the capacity of a plaintiff or class member in any purported class, consolidated, or representative action. Class actions and the consolidation of lawsuits are not permitted, which does not prevent any party from participating in the resolution of class claims.
Jurisdiction. The two parties shall negotiate to resolve any dispute between them arising from the use of the services. If a legal dispute cannot be resolved through negotiation, either party will have the right to refer such legal dispute to the People’s Court of Nanshan District, Shenzhen to be settled through litigation.
Severability. If any part of this Section 8 is held to be illegal or unenforceable, the remaining provisions shall remain in effect. However, if the investigation result of the illegal or unenforceable part allows a class action, this Section 8 will be entirely unenforceable.

9. General Terms

Relationship of the two parties. Nothing contained in this Agreement shall be construed as creating any partnership, joint venture, or agent relationship between you and us or any of our affiliates. Each party is an independent contractor under this Agreement. Without the prior written consent of the other party, any party has no right to bind the other party or represent the other party to assume obligations.
Use of brand. Without our prior written consent, you shall not use the name, logo, or trademark of us or any of our affiliates.
Transfer and assignment. You shall not transfer or assign any right or obligation under this Agreement, including any rights or obligations related to the change in control. Any purported transfer and assignment shall be void. We may transfer this Agreement at the time of a merger, acquisition, or sale of all or substantially all of our assets, or transfer this Agreement to any of our affiliates or as part of corporate restructuring.
Modifications. We may modify this Agreement and our rules from time to time based on the enactment of laws and regulations, the development of the Internet, and the adjustments to our operations and business strategies. We will notify you in an appropriate manner, and you can view the latest version on the relevant pages. If any change has a material adverse impact on your rights or obligations under this Agreement, we will notify you by means of message or via email; and such change will take effect within 10 days after we notify you thereof. All other changes will become effective immediately upon being published. By continuing to use the services after changes, you have consented to such changes.
Notice. We may give you a notice by means of a message, or by using your registration information, via email related to your use of the services. If the notice is sent by email, it is deemed to have been received on the date when the email is sent.
Waiver and severability. The failure on your part to comply with this Agreement and the failure on our part to take action immediately shall not be construed as a waiver by us of our rights. Unless otherwise provided in Section 8, if any provision of this Agreement is determined by any court of competent jurisdiction to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the enforceability of other provisions will not be affected.
Export controls. No services may be used in or, for benefits, be exported or re-exported to: (i) any embargoed country as defined by mandatory applicable laws (collectively, “Embargoed Countries”) or (ii) any other restricted parties list as defined by mandatory applicable laws. You represent and warrant that you are not located in any Embargoed Country/region or named in any restricted parties list. You must comply with all applicable laws in connection with any Embargoed Country/region or restricted parties list, including directly understanding any requirements or obligations of any end user.
Entire agreement. This Agreement and any policy contained herein constitute the entire agreement between you and us with respect to the use of the services, and supersede any and all prior or contemporaneous agreements between you and us regarding such services, except for any specific service use terms or any applicable agreements.

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