Creao AI App Marketplace Service Agreement

Effective Date: July 01, 2025

1. Introduction and Acceptance

1.1 Parties to the Agreement

This App Marketplace Service Agreement (the "Agreement") is a legally binding contract entered into between [Creao AI] (hereinafter referred to as the "Platform," "we," "us," or "our") and any individual, corporation, limited liability company, partnership, or other legal entity (collectively, "User," "you," or "your") that registers an account, accesses, downloads, or uses the Platform and its associated services.

The Platform is operated by [Creao AI]. By accessing or using the Platform, you acknowledge and confirm that you have the legal capacity to enter into this Agreement. If you are entering into this Agreement on behalf of a corporate entity, partnership, or other organization, you represent and warrant that you are an authorized representative of such entity with the actual authority to bind the entity to all terms and conditions herein. You further warrant that the entity is validly organized and existing under the laws of its jurisdiction of formation.

This Agreement sets forth the complete and exclusive understanding between the Parties regarding your use of the Platform and the services provided herein, superseding all prior oral or written agreements, communications, proposals, and understandings (whether express, implied, or statutory) between the Parties relating to the subject matter hereof. No amendment, modification, or waiver of any provision of this Agreement shall be binding unless in writing and signed by both Parties, except as otherwise expressly provided herein.

1.2 Binding Effect

1.2.1 Acceptance of Terms

Your access to and use of the Platform constitutes your unconditional acceptance of this Agreement and all policies, guidelines, and supplementary terms incorporated herein by reference (collectively, the "Terms"). You must not access or use the Platform if you do not agree to be bound by all of the Terms. Acceptance of the Terms occurs when you:

1. click a button or checkbox indicating your acceptance (such as "I Agree," "Accept," or similar);

2. register an account on the Platform;

3. download, install, or launch the Platform's software or mobile application;

4. access or use any feature or service provided by the Platform; or

5. otherwise manifest your assent to the Terms.

If you are accepting the Terms on behalf of a minor (where permitted by applicable law), you represent and warrant that you are the minor's parent or legal guardian, have read and understood the Terms, and agree to be bound by the Terms on behalf of the minor. You further agree to assume all liability for the minor's use of the Platform and compliance with the Terms.

1.1.2 Scope of Binding Obligations

The Terms are binding upon and enforceable against the Parties and their respective successors, assigns, legal representatives, and affiliates. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the Parties. Neither Party shall have the authority to bind the other Party to any third party without the other Party's prior written consent.

1.1.3 Capacity to Contract

You represent and warrant that:

1. if you are an individual, you are at least 18 years of age (or the age of majority in your jurisdiction of residence, whichever is higher) and have the legal capacity to enter into and perform this Agreement;

2. if you are an entity, you are validly organized, existing under the laws of your jurisdiction of formation, and have the power and authority to enter into this Agreement and perform your obligations hereunder;

3. you are not prohibited from accessing or using the Platform under any applicable law, regulation, or court order; and

4. you have not been previously suspended or terminated from using the Platform, unless you have received our prior written permission to re-register.

1.3 Modification of Agreement

1.3.1 Right to Modify

We reserve the sole and absolute right to modify, amend, update, supplement, or replace any provision of this Agreement at any time and from time to time (collectively, "Modifications"). Modifications may include, without limitation, changes to:

1. the scope of services provided by the Platform;

2. user obligations and prohibited activities;

3. fee structures and payment terms;

4. intellectual property provisions;

5. disclaimer of warranties and limitation of liability;

6. dispute resolution mechanisms; and

7. any other terms or conditions of this Agreement.

We may make Modifications for any reason, including but not limited to:

1. complying with changes in applicable laws, regulations, or industry standards;

2. adapting to technological advancements or changes in the Platform's functionality;

3. responding to user feedback or market trends;

4. enhancing the security or performance of the Platform;

5. expanding or modifying the services offered; or

6. addressing legal or business risks.

1.3.2 Notice of Modifications

For material Modifications (as determined by us in good faith), we will provide you with notice of such Modifications at least [30] days prior to their effective date. Notice may be provided through one or more of the following methods:

1. posting a prominent notice on the Platform's homepage or in your account dashboard;

2. sending an email to the email address associated with your account;

3. displaying a pop-up notification when you log into your account; or

4. any other method reasonably calculated to notify you of the Modifications.

Non-material Modifications may be implemented without prior notice, but will be posted on the Platform with an updated "Last Updated" date. We encourage you to review this Agreement periodically to stay informed of any changes. Your continued access to or use of the Platform following the effective date of any Modifications constitutes your acceptance of the modified Agreement. If you do not agree to the Modifications, you must immediately cease all use of the Platform and terminate your account in accordance with Section 6.1.

1.3.3 Effect of Modifications

Modifications shall become effective on the date specified in the notice (or, for non-material Modifications, on the date of posting). The modified Agreement shall govern all subsequent access to and use of the Platform. If you continue to use the Platform after the effective date of the Modifications, you are deemed to have accepted the modified terms. If you terminate your account prior to the effective date of the Modifications, the terms of this Agreement in effect immediately prior to termination shall apply to your past use of the Platform.

2. Definitions

2.1 Platform

"Platform" means the software-as-a-service (SaaS) platform operated by us, including but not limited to:

1. the website located at [URL] and all subdomains thereof;

2. any mobile applications, desktop applications, web applications, or other software clients developed, owned, or operated by us that are associated with the Platform;

3. all underlying technology, including but not limited to algorithms, artificial intelligence models, machine learning systems, databases, servers, APIs (Application Programming Interfaces), and infrastructure used to operate and provide the services;

4. all content, features, tools, functionality, and services made available through the Platform, including but not limited to application generation tools, sharing features, discovery tools, community forums, and technical support;

5. any updates, upgrades, modifications, enhancements, or replacements to the foregoing; and

6. any third-party integrations, plugins, or services made available through the Platform, subject to the terms of this Agreement and any applicable third-party terms.

2.2 User

"User" means any individual, corporation, limited liability company, partnership, or other legal entity that:

1. registers an account on the Platform;

2. accesses, downloads, or uses the Platform or any of its services;

3. creates, uploads, shares, or modifies Applications or Generated Content; or

4. otherwise interacts with the Platform. Users are categorized as follows:

(i) "Developer User": A User who creates, uploads, modifies, shares, or distributes

Applications through the Platform. Developer Users may include individuals,

independent developers, businesses, or other entities that design and publish

Applications for use by other Users.

(ii) "End-User User": A User who accesses, downloads, installs, or uses Applications

created by Developer Users through the Platform. End-User Users may include

individuals, businesses, or other entities that utilize Applications for personal or

commercial purposes.

(iii) "Business User": A User that is a corporation, limited liability company, partnership, or

other legal entity (as opposed to an individual). Business Users may act as both

Developer Users and End-User Users.

(iv) "Registered User": A User who has completed the Platform's registration process and

holds a valid account.

(v) "Unregistered User": A User who accesses certain limited features of the Platform

without registering an account. Unregistered Users are subject to all applicable terms of

this Agreement, except where specifically stated otherwise.

2.3 Application

"Application" means any software program, tool, script, workflow, plugin, extension, module, or other functional digital asset that is:

1. created, generated, modified, uploaded, published, or shared by a Developer User through the Platform's tools and services;

2. designed to perform a specific function or set of functions when executed on a computer, mobile device, or other electronic device; and

3. made available for access or use by other Users through the Platform.

Applications may include, without limitation:

1. web applications (accessible through a web browser);

2. mobile applications (designed for use on smartphones, tablets, or other mobile devices);

3. desktop applications (designed for use on personal computers or laptops);

4. server-side applications (designed to run on servers);

5. API-based applications (integrating with third-party APIs);

6. automation scripts (designed to automate tasks);

7. data processing tools (designed to collect, analyze, or manipulate data);

8. games or entertainment applications;

9. productivity tools;

10. educational applications; and

11. any other type of software or digital asset that meets the foregoing definition.

An Application may consist of or include code (source code, object code, or compiled code), user interfaces, graphics, text, audio, video, data, databases, and other content or materials incorporated by the Developer User.

2.4 Generated Content

"Generated Content" means any output, result, data, information, report, file, or other content that is produced or generated by an Application during its execution, operation, or use by a User. Generated Content may include, without limitation:

1. text, such as documents, articles, or messages;

2. images, such as graphics, photos, or illustrations;

3. audio, such as music, voice recordings, or sound effects;

4. video, such as clips, movies, or animations;

5. data sets, spreadsheets, or databases;

6. reports, analyses, or summaries;

7. code or scripts generated by an Application; and

8. any other digital content or output produced by an Application.

Generated Content may be created for personal use, commercial use, or sharing with other Users, subject to the terms of this Agreement and the sharing permissions set by the User who generated the content.

2.5 Shared Application

"Shared Application" means an Application that a Developer User has made accessible to other Users on the Platform by enabling the Platform's sharing functionality. Shared Applications may be shared in the following ways:

1. "Publicly Shared Application": An Application that is accessible to all Registered Users and, in some cases, Unregistered Users of the Platform. Publicly Shared Applications are listed in the Platform's marketplace, directory, or search results and may be downloaded, accessed, or used by any User in accordance with the terms of this Agreement and the Developer User's specified license terms (if any).

2. "Restrictedly Shared Application": An Application that is accessible only to a specific group of Users designated by the Developer User. Restricted sharing may be accomplished by:

   (i) inviting specific Users by email address;

   (ii) creating a private group and granting access to group members;

   (iii) setting a password or other access control mechanism; or

   (iv) using any other restricted access feature provided by the Platform.

c. "Commercially Shared Application": An Application that is shared for a fee or other consideration, such as through a subscription, one-time purchase, or freemium model

(free basic version with paid premium features). Commercially Shared Applications are

subject to additional terms and conditions as set forth in Section 7 (Fees, Payments, and

Subscriptions).

2.6 User Content

"User Content" means all content, data, information, materials, and inputs provided, uploaded, transmitted, or otherwise made available by a User to or through the Platform, including but not limited to:

1. registration information (such as name, email address, and profile details);

2. Generation Inputs (instructions, requirements, parameters, or specifications provided by a Developer User to generate an Application);

3. content incorporated into Applications (such as text, images, audio, video, code, or data);

4. comments, reviews, ratings, feedback, or messages posted on the Platform (including in community forums, Application pages, or user profiles);

5. Generated Content;

6. any other content, data, or information uploaded, transmitted, or stored by a User on the Platform.

2.7 Generation Inputs

"Generation Inputs" means the instructions, requirements, parameters, specifications, data, or other information provided by a Developer User to the Platform's AI-powered generation tools for the purpose of creating an Application. Generation Inputs may include, without limitation:

1. descriptions of the Application's purpose, functionality, and features;

2. user interface design preferences;

3. technical requirements (such as programming language, framework, or platform compatibility);

4. data sources or integration requirements;

5. performance or security requirements;

6. branding or design guidelines; and

7. any other information that assists the Platform's AI models in generating the desired

2.8 Application.Subscription Plan

"Subscription Plan" means a tiered service offering provided by the Platform that grants Users access to specific features, tools, and functionality of the Platform for a specified period of time, in exchange for payment of Fees (or, in the case of free Subscription Plans, without payment). Subscription Plans may include, without limitation:

1. Free Plans (providing limited access to basic features);

2. Basic Plans (providing access to standard features for a low monthly or annual fee);

3. Premium Plans (providing access to advanced features for a higher monthly or annual fee);

4. Business Plans (tailored to the needs of Business Users, with additional features such as team management, advanced security, and priority support); and

5. Custom Plans (customized to meet the specific needs of individual Users or businesses, with negotiated terms and Fees).

2.9 Fees

"Fees" means all amounts payable by a User to the Platform for access to or use of the Platform's services, including but not limited to:

1. subscription fees for Subscription Plans;

2. one-time fees for access to premium features or Commercially Shared Applications;

3. transaction fees for sales of Commercially Shared Applications;

4. storage fees for exceeding allocated storage limits;

5. processing fees for payments;

6. late payment fees;

7. cancellation fees; and

8. any other fees specified on the Platform's pricing page or in this Agreement.

2.10 Intellectual Property Rights

"Intellectual Property Rights" means all patent rights, copyright rights, trademark rights, service mark rights, trade secret rights, moral rights, database rights, design rights, and any other proprietary rights recognized under the laws of any jurisdiction, whether registered or unregistered, and including all applications for such rights, renewals, extensions, and continuations-in-part thereof.

2.11 Third-Party Services

"Third-Party Services" means any services, products, content, software, applications, websites, or other resources provided by individuals or entities other than the Platform, including but not limited to:

1. third-party APIs, integrations, or plugins used in connection with Applications;

2. third-party hosting services for Applications;

3. third-party payment processors;

4. third-party content (such as images, music, or text) incorporated into Applications by User;

5. third-party websites or applications linked to or from the Platform; and

6. any other services or resources provided by third parties that are used in conjunction with the Platform or Applications.

2.12 Breach

"Breach" means any violation, non-compliance, or failure to perform any obligation, term, or condition of this Agreement, including but not limited to:

1. providing false, inaccurate, incomplete, or misleading information during registration or use of the Platform;

2. violating the Acceptable Use Policy or prohibited activities set forth in Section 3.3;

3. infringing upon the Intellectual Property Rights of the Platform or any third party;

4. failing to pay any Fees when due;

5. accessing or using the Platform in a manner that is illegal, fraudulent, or harmful to the Platform or other Users;

6. disclosing or sharing account credentials with third parties;

7. interfering with the operation of the Platform or the rights of other Users; and

8. any other violation of the terms and conditions set forth in this Agreement.

2.13 Termination

"Termination" means the cessation of this Agreement and the User's access to and use of the Platform, whether by:

1. the User (pursuant to Section 6.1);

2. the Platform (pursuant to Section 6.2); or

3. operation of law.

2.14 Force Majeure

"Force Majeure" means any event or circumstance beyond the reasonable control of a Party that prevents or delays the Party from performing its obligations under this Agreement, including but not limited to:

1. acts of God (such as earthquakes, floods, hurricanes, tornadoes, wildfires, tsunamis, or other natural disasters);

2. wars, invasions, insurrections, riots, civil unrest, or terrorist attacks;

3. government actions (such as laws, regulations, orders, or restrictions imposed by any governmental authority, including shutdowns, quarantines, or export controls);

4. strikes, lockouts, or other labor disputes;

5. failures of telecommunications or internet services (including outages, slowdowns, or disruptions);

6. power outages or other utility failures;

7. shortages of materials, equipment, or transportation;

8. pandemics or epidemics; and

9. any other event or circumstance that is unforeseeable, unavoidable, and beyond the reasonable control of the affected Party.

2.15 Notice

"Notice" means any communication required or permitted to be given under this Agreement, which shall be in writing and delivered in accordance with Section 7.5.

2.16 Governing Law

"Governing Law" means the laws of [State/Country of Platform Operator's primary place of business], excluding its conflict of laws principles, as set forth in Section 7.1.

2.17 Dispute Resolution

"Dispute Resolution" means the process by which the Parties resolve any disputes, claims, or controversies arising out of or related to this Agreement, as set forth in Section 7.2.

2.18 Indemnification

"Indemnification" means the obligation of a Party to compensate the other Party for any losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) incurred as a result of a Breach or other wrongful act, as set forth in Section 5.3.

2.19 Privacy Policy

"Privacy Policy" means the Platform's privacy policy, which is incorporated into this Agreement by reference and governs the collection, use, storage, disclosure, and protection of User information, as updated from time to time.

2.20 Acceptable Use Policy

"Acceptable Use Policy" means the Platform's policy regarding the use of the Platform and its services, which is incorporated into this Agreement by reference and sets forth prohibited activities and standards for User conduct, as updated from time to time.

3. User Conduct and Obligations

3.1 Account Registration and Security

3.1.1 Registration Requirements

To create an account on the Platform (a "User Account"), you must provide accurate, current, and complete information as requested during the registration process (the "Registration Information"). Registration Information may include, without limitation:

1. For individual Users: Full legal name, valid email address, password, date of birth (to verify age), country of residence, and any other information requested by the Platform.

2. For Business Users: Legal name of the entity, business address, tax identification number, industry, name and title of authorized representative, email address associated with the entity, password, and any other information requested by the Platform.

You acknowledge and warrant that:

1. all Registration Information you provide is true, accurate, complete, and not misleading;

2. you will update your Registration Information promptly if any changes occur;

3. you have the right to provide all Registration Information to the Platform; and

4. the Platform may use the Registration Information to verify your identity, eligibility to use the Platform, and compliance with this Agreement.

The Platform reserves the right to reject any registration request or suspend or terminate a User Account if it determines, in its sole discretion, that the Registration Information is false, inaccurate, incomplete, or misleading, or that you are ineligible to use the Platform.

3.1.2 Password Requirements and Security

You are responsible for choosing a strong, unique password for your User Account and maintaining the confidentiality of your password and other account credentials (collectively, "Account Credentials"). Your password must meet the following minimum security requirements:

1. Be at least [8] characters in length;

2. Include a combination of uppercase letters, lowercase letters, numbers, and special characters (such as !, @, #, $, %, etc.);

3. Not be a commonly used password (such as "password123" or "12345678");

4. Not be based on easily accessible personal information (such as your name, email address, date of birth, or phone number); and

5. Be changed at least once every [90] days.

You agree not to:

1. share your Account Credentials with any third party;

2. use another User's Account Credentials to access the Platform;

3. store your Account Credentials in an insecure manner; or

4. allow others to use your User Account. You shall immediately notify the Platform of any unauthorized use of your User Account or any breach of security related to your Account Credentials, including but not limited to loss, theft, or unauthorized disclosure of your password.

The Platform is not responsible for any losses or damages resulting from your failure to maintain the security of your User Account or Account Credentials. However, upon receiving notice of a breach of security, the Platform will take commercially reasonable steps to assist you in securing your User Account, such as resetting your password or suspending your account temporarily.

3.1.3 Account Activation and Verification

After submitting your Registration Information, you may be required to activate your User Account by clicking on a verification link sent to the email address provided during registration. If you do not activate your User Account within [7] days of receiving the verification email, the Platform may cancel your registration request and delete your Registration Information.

The Platform may also require you to verify your identity or eligibility at any time, including after account activation. Verification may include, without limitation:

1. providing a copy of a government-issued identification document (such as a passport or driver's license);

2. providing proof of address (such as a utility bill or bank statement);

3. verifying your email address or phone number through a code sent to you;

4. providing business registration documents (for Business Users); or

5. any other verification method deemed necessary by the Platform.

Failure to comply with a verification request within [14] days of the request may result in the suspension or termination of your User Account.

3.1.4 Multiple Accounts

You may only create and maintain one User Account on the Platform, unless you have received the Platform's prior written permission to create additional accounts. The Platform reserves the right to suspend or terminate any additional accounts created without permission, and may also suspend or terminate your primary User Account if you violate this provision.

If you are a Business User, you may create additional user profiles or sub-accounts for your employees or agents, provided that:

1. you are responsible for all activities conducted through such sub-accounts;

2. you ensure that all sub-account users comply with this Agreement; and

3. you terminate any sub-accounts when the associated employee or agent is no longer authorized to use the Platform on your behalf.

3.2 Acceptable Use

You agree to use the Platform, Applications, and all associated services in a manner that is lawful, ethical, and in compliance with this Agreement, the Acceptable Use Policy, and all applicable laws, regulations, and industry standards. You are solely responsible for your conduct and all User Content, Generation Inputs, and Generated Content you provide or create through the Platform.

Without limiting the generality of the foregoing, you agree to:

1. Use the Platform and Applications only for legitimate purposes and in accordance with their intended functionality;

2. Respect the rights of other Users, including their Intellectual Property Rights, privacy rights, and other legal rights;

3. Provide accurate, truthful, and respectful feedback, comments, and reviews about Applications and other Users;

4. Comply with all technical requirements and limitations of the Platform, including but not limited to storage limits, bandwidth limits, and usage restrictions;

5. Use the Platform and Applications in a way that does not cause harm to the Platform, other Users, or third parties;

6. Cooperate with the Platform's reasonable requests for information or assistance related to your use of the Platform; and

7. Maintain the security and integrity of your User Account and all User Content associated with your account.

3.3 Prohibited Activities

You shall not, and shall not permit any third party to, engage in any of the following prohibited activities in connection with your use of the Platform, Applications, or associated services:

1. Illegal Activities: Use the Platform or Applications for any illegal purpose or in violation of any local, state, national, or international law, regulation, or court order, including but not limited to:

(i) violating criminal laws (such as fraud, theft, money laundering, or illegal gambling);

(ii) violating intellectual property laws (such as copyright infringement, trademark

infringement, or patent infringement);

(iii) violating privacy laws (such as unauthorized collection, use, or disclosure of

personal information);

(iv) violating data protection laws (such as improper handling of personal data or

sensitive information);

(v) violating export control laws (such as exporting or re-exporting Applications or

content to prohibited countries or persons); and

(vi) violating any other applicable laws or regulations.

b. Harmful or Malicious Activities:

(i) Upload, share, or distribute any Application, code, script, or content that contains

malware, viruses, worms, trojans, spyware, adware, ransomware, or any other harmful or

malicious software or code designed to disrupt, damage, or limit the functionality of any

computer software, hardware, or telecommunications equipment;

(ii) Engage in hacking, cracking, phishing, spoofing, or any other activity designed to

gain unauthorized access to the Platform, other Users' accounts, or third-party

systems;

(iii) Launch or participate in a denial-of-service (DoS) attack, distributed denial-of-

service (DDoS) attack, or any other attack on the Platform or its underlying

infrastructure;

(iv) Interfere with or disrupt the integrity, performance, or availability of the Platform,

including but not limited to overloading the Platform's servers, bandwidth, or

resources;

(v) Modify, reverse engineer, decompile, disassemble, or attempt to derive the source

code of the Platform or any of its proprietary software, algorithms, or AI models, except

to the extent permitted by applicable law;

(vi) Bypass, disable, or circumvent any security measures, access controls, or technical

restrictions implemented by the Platform;

(vii) Use any automated tools, bots, scripts, or crawlers to access, scrape, or harvest data

from the Platform without the Platform's prior written permission;

(viii) Introduce any viruses, bugs, errors, or other defects into the Platform or

Applications.

c. Abusive or Harassing Activities:

(i) Harass, abuse, threaten, intimidate, bully, or stalk other Users or the Platform's

employees;

(ii) Post or transmit content that is defamatory, libelous, slanderous, obscene,

pornographic, vulgar, offensive, indecent, or inappropriate;

(iii) Post or transmit content that is hateful, discriminatory, or promotes violence, bigotry,

racism, sexism, homophobia, or any other form of prejudice;

(iv) Impersonate any person or entity, including but not limited to the Platform's

employees, other Users, or public figures;

(v) Create a false identity or profile for any purpose;

(vi) Engage in any conduct that is harassing, abusive, or disruptive to the Platform's

community.

d. Infringing Activities:

(i) Upload, share, or distribute any Application, User Content, or Generated Content that

infringes upon the Intellectual Property Rights of any third party, including but not

limited to copyrights, trademarks, patents, trade secrets, or moral rights;

(ii) Use the Platform or Applications to infringe upon the Intellectual Property Rights of

the Platform or any third party;

(iv) Fail to obtain all necessary licenses, permissions, or consents for any content or

materials incorporated into Applications or User Content;

(v) Claim ownership of or attempt to register Intellectual Property Rights in content that

you do not own.

e. Fraudulent or Deceptive Activities:

(i) Use the Platform or Applications to engage in fraud, deception, or misrepresentation,

including but not limited to: creating or sharing Applications that are designed to

defraud other Users or third parties; making false or misleading claims about

Applications, including their functionality, performance, or benefits; engaging in

phishing or spoofing to obtain other Users' personal information or Account Credentials;

conducting fraudulent transactions or payments;

(ii) Upload, share, or distribute any content that is false, misleading, or deceptive;

(iii) Use the Platform to promote or advertise products or services that are illegal,

fraudulent, or deceptive.

f. Violations of User Privacy:

(i) Collect, use, or disclose the personal information of other Users without their express

consent;

(ii) Access or attempt to access other Users' accounts, data, or content without

authorization;

(iii) Use the Platform or Applications to spy on, monitor, or track other Users without their

consent;

(iv) Violate any applicable privacy laws or regulations.

g. Other Prohibited Activities:

(i) Resell, rent, lease, license, or otherwise transfer your User Account or access to the

Platform to any third party without the Platform's prior written permission;

(ii) Use the Platform or Applications to generate or share content that is harmful to

minors, including but not limited to child pornography or content that exploits or

endangers children;

(iii) Use the Platform or Applications to promote or facilitate illegal drug use, gambling, or

other prohibited activities;

(iv) Violate any additional restrictions or guidelines posted on the Platform or provided

by the Platform from time to time;

(v) Assist or enable any third party to engage in any of the prohibited activities listed

above.

The Platform reserves the right to investigate any suspected violation of these prohibited activities and to take appropriate action, including but not limited to removing User Content, suspending or terminating your User Account, and pursuing legal remedies.

3.4 Sharing of Applications

3.4.1 Sharing Permissions and Controls

As a Developer User, you have the right to control the sharing of your Applications through the Platform's sharing functionality. You may set Sharing Permissions for each Application, which determine the accessibility and use of the Application by other Users. The Platform provides the following sharing options, which you may select at your discretion:

1. Public Sharing: You may make your Application available to all Registered Users and, in some cases, Unregistered Users of the Platform. Publicly Shared Applications will be listed in the Platform's marketplace, directory, or search results and may be downloaded, accessed, or used by any User in accordance with the terms of this Agreement and any additional license terms you specify (such as attribution requirements or usage restrictions).

2. Restricted Sharing: You may limit access to your Application to a specific group of Users. Restricted sharing options include:

   (i) Invite-Only: You may invite specific Users by email address to access the Application;

   (ii) Private Group: You may create a private group and grant access to group members;

   (iii) Password-Protected: You may set a password that Users must enter to access the Application;

   (iv) Domain-Restricted: You may restrict access to Users with email addresses from specific domains (e.g., your company's domain).

3. Commercial Sharing: You may share your Application for a fee or other consideration, such as through a subscription, one-time purchase, or freemium model. Commercially Shared Applications are subject to the terms of Section 7 (Fees, Payments, and Subscriptions) and any additional commercial terms you specify (such as pricing, payment terms, and refund policies).

You are solely responsible for setting and maintaining appropriate Sharing Permissions for your Applications. The Platform is not responsible for any unauthorized access to or use of your Applications resulting from your failure to set or maintain appropriate Sharing Permissions.

3.4.2 Responsibilities of Developer Users When Sharing Applications

When sharing an Application, you acknowledge and agree to the following:

1. You are solely responsible for the content, functionality, performance, and security of your Application. You represent and warrant that:

   (i) your Application complies with all applicable laws, regulations, and this Agreement;

   (ii) your Application does not contain any harmful, malicious, or infringing content;

   (iii) you own or have obtained all necessary Intellectual Property Rights, licenses, permissions, and consents for your Application and all content incorporated therein;

   (iv) your Application is free from defects, errors, and bugs that could cause harm to Users or their devices;

   (v) you have tested your Application and it functions as described; and

   (vi) you will provide accurate and complete information about your Application (such as descriptions, features, and requirements) on the Platform.

2. You are responsible for any updates, modifications, or maintenance of your shared Application. You agree to promptly address any issues or defects reported by Users or the Platform, and to provide updates as necessary to ensure the Application remains compatible with the Platform and meets user needs.

3. You are responsible for any User Content or Generated Content produced by your Application. You agree to monitor the use of your Application and any content generated thereby, and to take appropriate action if the Application is used to generate harmful, illegal, or infringing content.

4. You acknowledge that other Users may access, use, modify, or redistribute your Application in accordance with the Sharing Permissions you set. You agree to indemnify and hold harmless the Platform from any claims, damages, or liabilities arising out of the use, modification, or redistribution of your Application by other Users.

5. You may revoke or modify the Sharing Permissions for your Application at any time, but such revocation or modification shall not affect any prior access or use of the Application by other Users in accordance with the previous Sharing Permissions.

3.4.3 Responsibilities of End-User Users When Accessing Shared Applications

When accessing or using a Shared Application, you acknowledge and agree to the following:

1. You will use the Shared Application only in accordance with the Sharing Permissions set by the Developer User and the terms of this Agreement. You will not access, use, modify, or redistribute the Application in any manner that exceeds the scope of the granted permissions.

2. You are solely responsible for determining whether the Shared Application is suitable for your intended use. You agree to test the Application thoroughly before using it for critical or commercial purposes.

3. You acknowledge that the Platform does not endorse, guarantee, or warrant the quality, functionality, performance, security, or legality of any Shared Application. The Platform is not responsible for any damages, losses, or liabilities arising out of your use of a Shared Application, including but not limited to damages caused by defects, errors, bugs, or malicious content in the Application.

4. You agree to comply with any additional terms or conditions specified by the Developer User for the use of the Shared Application (such as attribution requirements, usage restrictions, or payment terms).

5. You will report any harmful, illegal, infringing, or otherwise problematic Shared Applications to the Platform using the designated reporting mechanism.

3.5 Content Responsibility

3.5.1 General Responsibility for User Content

You are solely responsible for all User Content you provide, upload, transmit, or otherwise make available through the Platform, including but not limited to Generation Inputs, Applications, Generated Content, comments, reviews, and profile information. You represent and warrant that:

1. You own or have obtained all necessary Intellectual Property Rights, licenses, permissions, and consents to create, use, upload, share, and distribute your User Content;

2. Your User Content complies with all applicable laws, regulations, and this Agreement (including the Acceptable Use Policy and prohibited activities set forth in Section 3.3);

3. Your User Content is not harmful, malicious, defamatory, obscene, hateful, discriminatory, fraudulent, or deceptive;

4. Your User Content does not infringe upon the Intellectual Property Rights, privacy rights, or other legal rights of any third party;

5. Your User Content is accurate, truthful, and not misleading;

6. You will not use User Content to harass, abuse, threaten, or intimidate other Users or third parties; and

7. You will monitor your User Content and promptly remove or modify any content that violates this Agreement or applicable law.

The Platform reserves the right to review, moderate, or remove any User Content that violates this Agreement or applicable law, but is not obligated to do so. The Platform is not responsible for any User Content posted by Users, and does not endorse or guarantee the accuracy, truthfulness, or legality of any User Content.

3.5.2 Responsibility for Generated Content

You are solely responsible for all Generated Content produced by your use of Applications on the Platform. You acknowledge and agree that:

1. The accuracy, completeness, and usefulness of Generated Content depend on the Generation Inputs provided by you and the functionality of the Application used to generate the content;

2. The Platform does not review, verify, or endorse any Generated Content, and is not responsible for the accuracy, truthfulness, legality, or appropriateness of Generated Content;

3. You will use Generated Content only for lawful purposes and in compliance with this Agreement and applicable law;

4. You will not use Generated Content to infringe upon the Intellectual Property Rights, privacy rights, or other legal rights of any third party;

5. You will be liable for any claims, damages, or liabilities arising out of your use or distribution of Generated Content; and

6. You will promptly remove or modify any Generated Content that violates this Agreement or applicable law.

3.5.3 License to User Content

By uploading, sharing, or otherwise making available User Content on the Platform, you grant the Platform a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to:

1. host, store, reproduce, display, distribute, and transmit your User Content for the purpose of operating, promoting, and improving the Platform and providing services to you and other Users;

2. use your User Content to develop, test, and improve the Platform's AI models, algorithms, and functionality, provided that such use is anonymized and does not identify you personally; and

3. allow other Users to access, view, use, and modify your User Content in accordance with the Sharing Permissions you set.

This license shall survive the termination of your User Account, except where you request the deletion of your User Content in accordance with the Platform's data retention policies. You retain all ownership rights in your User Content, subject to the license granted herein.

4. Intellectual Property Rights

4.1 User-Generated Applications

1. Ownership of User-Generated Applications

As between you and the Platform, you retain all ownership rights in and to the Applications you create, generate, modify, or upload to the Platform (collectively, "User-Generated Applications"), subject to the license granted to the Platform in Section 4.2 and any licenses granted to other Users in accordance with the Sharing Permissions you set.

This ownership includes all Intellectual Property Rights in the User-Generated Application, including but not limited to copyrights in the code, user interface, graphics, and other content incorporated into the Application; trademarks or service marks used in the Application; and any patents or trade secrets associated with the Application's functionality or design.

2. Limitations on Ownership

Your ownership of User-Generated Applications is subject to the following limitations:

1. You may not create a User-Generated Application that infringes upon the Intellectual Property Rights of the Platform or any third party. If your Application incorporates any third-party content or materials, you must obtain all necessary licenses, permissions, or consents from the third party, and your ownership of the Application shall not extend to the third-party content or materials.

2. You may not create a User-Generated Application that is substantially similar to the Platform or any of its core functionality, or that competes with the Platform in a manner that violates this Agreement or applicable law.

3. The Platform may, in its sole discretion, restrict or prohibit the creation of User-Generated Applications that are harmful, illegal, infringing, or otherwise violate this Agreement.

4. You may not use the Platform's AI models, algorithms, or technology to create a User-Generated Application that replicates or competes with the Platform's AI generation tools, except as expressly permitted by the Platform.

4.2 License Grant to Platform

By creating, generating, modifying, uploading, or sharing a User-Generated Application on the Platform, you grant the Platform a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license (the "Platform License") to:

1. Host, store, reproduce, display, distribute, and transmit the User-Generated Application through the Platform, including making the Application available to other Users in accordance with the Sharing Permissions you set;

2. Modify, adapt, translate, and create derivative works of the User-Generated Application for the purpose of operating, promoting, and improving the Platform, including but not limited to:

   (i) optimizing the Application for compatibility with the Platform's infrastructure or other Users' devices;

   (ii) fixing bugs, errors, or security vulnerabilities;

   (iii) adding features or functionality to the Application to enhance its usability or performance; and

   (iv) adapting the Application for different languages, regions, or platforms;

3. Use the User-Generated Application to develop, test, and improve the Platform's AI models, algorithms, and functionality, including but not limited to training the Platform's AI models on anonymized data from the Application;

4. Promote the User-Generated Application and the Platform, including but not limited to featuring the Application in the Platform's marketplace, directory, or promotional materials, and using screenshots, descriptions, or reviews of the Application for marketing purposes;

5. Sublicense the rights granted herein to third-party service providers (such as hosting providers, payment processors, or marketing partners) to the extent necessary to operate, promote, and improve the Platform; and

6. Enforce the terms of this Agreement and protect the Platform's rights and interests, including but not limited to removing or disabling access to the User-Generated Application if it violates this Agreement.

The Platform License shall continue for the term of this Agreement and shall survive the termination of your User Account, except that the license to use the User-Generated Application for promotional purposes shall terminate if you request the deletion of the Application in accordance with the Platform's data retention policies. You may revoke the Platform License only if you delete the User-Generated Application from the Platform and terminate your User Account, but such revocation shall not affect any prior use of the Application by the Platform in accordance with the license.

4.3 Platform Intellectual Property

4.3.1 Ownership of Platform Intellectual Property

All rights, title, and interest in and to the Platform, including but not limited to its software, underlying technology, AI models, algorithms, databases, APIs, user interfaces, design, trademarks, service marks, logos, domain names, content, and all other proprietary materials (collectively, "Platform Intellectual Property"), are and shall remain the exclusive property of the Platform and its licensors.

The Platform Intellectual Property includes, without limitation:

1. the source code, object code, and architecture of the Platform's software;

2. the AI models, machine learning algorithms, and data processing techniques used to generate Applications and provide other services;

3. the Platform's website design, user interface, graphics, and branding;

4. the Platform's trademarks, service marks, logos, and domain names;

5. any content created by the Platform (such as tutorials, documentation, and support materials);

6. the Platform's databases and data collections (excluding User Content); and

7. any improvements, modifications, or enhancements to the foregoing.

4.3.2 Limited License to Use Platform Intellectual Property

Subject to your compliance with this Agreement, the Platform grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform Intellectual Property solely for the purpose of using the Platform and its services in accordance with this Agreement.

This license does not include the right to:

1. copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform Intellectual Property;

2. distribute, sell, license, rent, lease, or otherwise transfer the Platform Intellectual Property to any third party;

3. use the Platform Intellectual Property to create a competing product or service;

4. use the Platform's trademarks, service marks, or logos without the Platform's prior written permission;

5. remove, alter, or obscure any copyright, trademark, or other proprietary notices on the Platform Intellectual Property; or

6. use the Platform Intellectual Property for any purpose not expressly permitted by this Agreement.

All use of the Platform Intellectual Property shall comply with this Agreement and applicable law. Any unauthorized use of the Platform Intellectual Property shall constitute a Breach of this Agreement and may violate intellectual property laws.

4.4 Third-Party Intellectual Property

4.4.1 User Obligations Regarding Third-Party Intellectual Property

You agree to respect the Intellectual Property Rights of third parties and to comply with all applicable intellectual property laws. You represent and warrant that:

1. You will not upload, share, or distribute any User Content, Application, or Generated Content that infringes upon the Intellectual Property Rights of any third party;

2. You will obtain all necessary licenses, permissions, or consents from third parties for any content, materials, or technology incorporated into your User Content, Applications, or Generated Content;

3. You will not use the Platform or Applications to infringe upon the Intellectual Property Rights of any third party;

4. You will promptly respond to any claims of intellectual property infringement related to your User Content, Applications, or Generated Content; and

5. You will indemnify and hold harmless the Platform from any claims, damages, or liabilities arising out of your infringement of third-party Intellectual Property Rights.

4.4.2 Platform's Response to Infringement Claims

The Platform respects the Intellectual Property Rights of others and complies with the applicable intellectual property laws. If you believe that your Intellectual Property Rights have been infringed by any User Content, Application, or Generated Content on the Platform, you may submit a claim of infringement to the Platform's designated copyright agent in accordance with the relevant laws.

To be effective, a claim of infringement must include:

1. a physical or electronic signature of the copyright owner or a person authorized to act on behalf of the copyright owner;

2. identification of the copyrighted work claimed to have been infringed;

3. identification of the material on the Platform that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit the Platform to locate the material;

4. your contact information, including your address, telephone number, and email address;

5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

6. a statement by you, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Upon receiving a valid claim of infringement, the Platform will take appropriate action, which may include:

1. removing or disabling access to the infringing material;

2. notifying the User who posted the infringing material;

3. terminating the User's account if the User is a repeat infringer; and

4. cooperating with law enforcement authorities if necessary.

The Platform may also, in its sole discretion, remove or disable access to any material that it believes may be infringing, without prior notice to the User.

5. Disclaimer and Limitation of Liability

5.1 No Warranty

5.1.1 "As Is" and "As Available" Disclaimer

The platform, applications, user content, generated content, and all other services and materials provided by the platform are provided on an "as is" and "as available" basis, without any warranties of any kind, whether express or implied. To the maximum extent permitted by applicable law, the platform expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and title.

The platform does not warrant that: 

1. the platform or its services will be uninterrupted, secure, or error-free; 

2. the platform or its services will meet your requirements or expectations; 

3. any errors or defects in the platform or its services will be corrected; 

4. the platform or its services will be compatible with your devices or software; 

5. the applications or generated content will be accurate, complete, reliable, or useful; 

6. the applications or generated content will be free from harmful, malicious, or infringing content; 

7. the platform's AI models or algorithms will produce desired results; or 

8. the platform will be available at any specific time or location.

5.1.2 Disclaimer of Liability for Third-Party Content and Services

The platform is not responsible for any third-party content, services, or materials made available through the platform or linked to from the platform. The platform disclaims all warranties with respect to third-party content, services, and materials, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy. Your use of third-party content, services, and materials is at your own risk and is subject to the terms and conditions of the third-party provider.

5.1.3 Disclaimer of Liability for User Conduct

The platform is not responsible for the conduct of any user, whether online or offline. The platform disclaims all warranties with respect to user conduct, including but not limited to warranties that users will comply with this agreement or applicable law. Your interactions with other users are at your own risk, and the platform encourages you to exercise caution when interacting with strangers online.

5.2 Limitation of Liability

5.2.1 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, in no event shall the platform, its affiliates, licensors, suppliers, or service providers, or their respective officers, directors, employees, or agents (collectively, the "Platform Parties"), be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or related to this agreement, your use of or inability to use the platform or its services, or any user content, applications, or generated content, even if the platform parties have been advised of the possibility of such damages.

Indirect damages include, without limitation: 

1. damages resulting from lost business opportunities, interrupted business operations, or loss of business information; 

2. damages resulting from the use or reliance on inaccurate, incomplete, or misleading applications or generated content; 

3. damages resulting from the unauthorized access to or use of your user content or personal information; 

4. damages resulting from the malfunction or failure of applications or the platform; 

5. damages resulting from the actions or omissions of other users; and 

6. any other damages that are not directly caused by the platform parties' breach of this agreement.

5.2.2 Cap on Direct Damages

To the maximum extent permitted by applicable law, the total aggregate liability of the platform parties for any direct damages arising out of or related to this agreement, your use of or inability to use the platform or its services, or any user content, applications, or generated content, shall not exceed the greater of: (a) the amount you have paid to the platform in the twelve (12) months preceding the event giving rise to the claim; or (b) one hundred US dollars ($100.00).

This cap on liability applies regardless of the legal theory underlying the claim, including but not limited to contract, tort (including negligence), strict liability, or breach of warranty.

5.2.3 Exceptions to Limitation of Liability

The limitations of liability set forth in this section 5.2 shall not apply to: 

1. damages resulting from the platform parties' gross negligence or willful misconduct; 

2. damages resulting from the platform parties' fraud or fraudulent misrepresentation; 

3. personal injury or property damage caused by the platform parties' negligence; 

4. breach of confidentiality obligations; or 

5. any other liability that cannot be limited or excluded under applicable law.

5.3 Indemnification

5.3.1 User's Indemnification Obligation

You agree to indemnify, defend, and hold harmless the Platform Parties from and against any and all claims, demands, actions, suits, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees, court costs, and investigation expenses) arising out of or related to:

1. Your use of the Platform or its services, including but not limited to your access to or use of Applications, User Content, or Generated Content;

2. Your breach of this Agreement, including but not limited to your violation of any terms, conditions, or policies incorporated herein by reference;

3. Your violation of any applicable law, regulation, or court order;

4. Your infringement of the Intellectual Property Rights, privacy rights, or other legal rights of any third party;

5. Your User Content, Applications, or Generated Content, including but not limited to claims that such content is harmful, illegal, infringing, defamatory, or misleading;

6. Your conduct, including but not limited to your interactions with other Users;

7. Any unauthorized use of your User Account or Account Credentials; and

8. Any other act or omission by you that results in liability to the Platform Parties.

5.3.2 Platform's Right to Defend

The Platform reserves the right, at its sole discretion and at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Platform Parties. You agree to cooperate fully with the Platform in the defense of such matters, including but not limited to providing all necessary information, documents, and assistance. You shall not settle any claim or matter without the Platform's prior written consent.

5.3.3 Survival of Indemnification Obligation

The indemnification obligations set forth in this Section 5.3 shall survive the termination of this Agreement and your User Account.

6. Termination and Suspension

6.1 Termination by User

6.1.1 Voluntary Termination

You may terminate your User Account and this Agreement at any time by: (a) accessing the account settings in your User Account and following the instructions to terminate your account; or (b) sending a written notice of termination to the Platform at the contact information provided in Section 7.5.

Upon termination, you must cease all use of the Platform and its services, and you will no longer have access to your User Account or any User Content associated with your account. However, the terms of this Agreement that by their nature should survive termination shall continue to apply, including but not limited to Section 4 (Intellectual Property Rights), Section 5 (Disclaimer and Limitation of Liability), Section 5.3 (Indemnification), and Section 7 (General Provisions).

6.1.2 Effect of Voluntary Termination

Upon voluntary termination of your User Account:

1. All licenses granted to you under this Agreement shall terminate immediately;

2. You shall no longer have the right to access or use the Platform, Applications, or any other services provided by the Platform;

3. The Platform may retain your User Content for a reasonable period of time in accordance with its data retention policies, but you may request the deletion of your User Content by contacting the Platform at the contact information provided in Section 7.5;

4. Any outstanding Fees owed by you to the Platform shall become immediately due and payable; and

5. The Platform shall not be liable to you for any damages, losses, or liabilities arising out of or related to the termination of your User Account.

6.2 Termination by Platform

6.2.1 Termination for Breach

The Platform may terminate your User Account and this Agreement immediately, without prior notice or liability, if you breach any term or condition of this Agreement, including but not limited to:

1. Violating the prohibited activities set forth in Section 3.3;

2. Failing to pay any Fees when due;

3. Providing false, inaccurate, incomplete, or misleading Registration Information;

4. Infringing upon the Intellectual Property Rights of the Platform or any third party;

5. Using the Platform or its services for illegal purposes;

6. Engaging in fraudulent or deceptive activities;

7. Disclosing or sharing your Account Credentials with third parties;

8. Interfering with the operation of the Platform or the rights of other Users;

9. Failing to comply with a verification request or other reasonable request from the Platform; or

j. Being a repeat infringer of third-party Intellectual Property Rights.

6.2.2 Termination for Inactivity

The Platform may terminate your User Account and this Agreement if your User Account is inactive for a continuous period of [12] months or more. An account is considered inactive if you have not logged into the account or used any of the Platform's services during that period. The Platform will provide you with at least [30] days' prior notice of termination for inactivity by email to the email address associated with your User Account. If you log into your account or use the Platform's services during the notice period, your account will not be terminated.

6.2.3 Termination for Legal or Business Reasons

The Platform may terminate your User Account and this Agreement at any time, with or without cause, by providing you with at least [30] days' prior written notice. The Platform may terminate this Agreement without prior notice if: (a) required by applicable law or court order; (b) the Platform discontinues the Platform or any material part of its services; (c) the Platform merges with or is acquired by another company and decides to discontinue the Platform; or (d) the Platform determines that continuing to provide services to you would be unlawful, impractical, or harmful to the Platform or other Users.

6.3 Effect of Termination

6.3.1 Cessation of Access and Use

Upon termination of your User Account (whether by you or the Platform), your right to access and use the Platform, Applications, and all other services provided by the Platform shall cease immediately. You must cease all use of the Platform and delete any copies of Applications, User Content, or Generated Content that you have downloaded or stored on your devices.

6.3.2 Survival of Terms

The following sections of this Agreement shall survive the termination of your User Account and this Agreement: (a) Section 2 (Definitions); (b) Section 4 (Intellectual Property Rights); (c) Section 5 (Disclaimer and Limitation of Liability); (d) Section 5.3 (Indemnification); (e) Section 7 (General Provisions); and (f) any other sections that by their nature should survive termination.

6.3.3 Handling of User Content

Upon termination of your User Account, the Platform may: (a) retain your User Content for a reasonable period of time in accordance with its data retention policies and applicable law; (b) delete your User Content if you request deletion or if required by applicable law; (c) continue to use your User Content in accordance with the license granted in Section 3.5.3, unless you request deletion; and (d) make your User Content unavailable to other Users.

The Platform shall not be liable to you for any loss or damage to your User Content resulting from the termination of your User Account, except to the extent caused by the Platform's gross negligence or willful misconduct.

6.3.4 Payment of Outstanding Fees

Upon termination of your User Account, any outstanding Fees owed by you to the Platform shall become immediately due and payable. You agree to pay all such Fees within [30] days of the date of termination. The Platform may pursue all available legal remedies to collect any unpaid Fees, including but not limited to charging interest on the unpaid amount at the rate of [1.5]% per month or the maximum rate permitted by applicable law, whichever is lower.

7. General Provisions

7.1 Governing Law

This Agreement and any dispute arising out of or related to this Agreement, your use of the Platform, or the services provided herein shall be governed by and construed in accordance with the laws of [Hong Kong], without regard to its conflict of laws principles.

You agree that any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the federal or state courts located in [Jurisdiction], and you irrevocably consent to the personal jurisdiction and venue of such courts. You waive any objection to the jurisdiction or venue of such courts, including any objection that such courts are an inconvenient forum.

7.2 Dispute Resolution

7.2.1 Negotiation

Before initiating any legal action or proceeding, the Parties shall attempt to resolve any dispute, claim, or controversy arising out of or related to this Agreement (a "Dispute") through good-faith negotiation. You shall send a written notice of the Dispute to the Platform at the contact information provided in Section 7.5, describing the nature of the Dispute, the relief requested, and the facts supporting the claim. The Platform shall respond to the notice within [30] days of receipt. The Parties shall then attempt to negotiate a resolution of the Dispute for a period of [60] days from the date of the Platform's response.

7.2.2 Mediation

If the Parties are unable to resolve the Dispute through negotiation, they shall attempt to resolve the Dispute through mediation conducted by a neutral mediator selected by mutual agreement of the Parties. The mediation shall be conducted in [Hong Kong]. The cost of the mediation shall be shared equally by the Parties, unless otherwise agreed. The mediation shall be confidential, and no information disclosed during mediation shall be used in any subsequent legal action or proceeding, except as required by law.

7.2.3 Arbitration

If the Parties are unable to resolve the Dispute through negotiation or mediation, the Dispute shall be resolved by binding arbitration conducted in accordance with the rules of the HKIAC. The arbitration shall be conducted in Hong Kong by a single arbitrator appointed in accordance with the rules of the Arbitration Organization. The arbitrator shall have the authority to award damages, injunctions, and other relief permitted by law, but shall not have the authority to award punitive damages. The arbitration award shall be final and binding on the Parties, and may be enforced in any court of competent jurisdiction.

The Parties agree that any arbitration shall be confidential, and that no information disclosed during arbitration shall be used in any other legal action or proceeding, except as required by law. The cost of the arbitration shall be shared equally by the Parties, unless otherwise ordered by the arbitrator.

7.2.4 Exceptions to Dispute Resolution

The foregoing dispute resolution provisions shall not apply to: (a) claims for injunctive relief to protect the Platform's Intellectual Property Rights; (b) claims for unpaid Fees; (c) claims arising out of fraud, gross negligence, or willful misconduct; or (d) any other claims for which a court of law has exclusive jurisdiction.

7.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect. The Parties shall attempt to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves the original intent of the Parties. If no such provision can be agreed upon, the invalid, illegal, or unenforceable provision shall be deemed omitted from this Agreement, and the remaining provisions shall continue to apply.

7.4 Entire Agreement

This Agreement, together with the Privacy Policy, Acceptable Use Policy, and any other policies, guidelines, or supplementary terms incorporated herein by reference, constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior oral or written agreements, communications, proposals, and understandings (whether express, implied, or statutory) between the Parties relating to the subject matter hereof.

No amendment, modification, or waiver of any provision of this Agreement shall be binding unless in writing and signed by both Parties, except as otherwise expressly provided herein (such as Modifications to the Agreement as set forth in Section 1.3).

7.5 Contact Information

If you have any questions, comments, or concerns about this Agreement or the Platform, or if you wish to submit a notice of termination, claim of infringement, or other communication, please contact us at:

Address：10080 N Wolfe Rd SW3 200, Cupertino, CA 95014

Email: [email protected]

All notices and communications shall be in writing and shall be deemed delivered: (a) if sent by email, when received; (b) if sent by certified mail, return receipt requested, three (3) business days after mailing; (c) if sent by courier, one (1) business day after delivery to the courier; or (d) if sent by facsimile, when transmitted and confirmation of transmission is received.

The Platform may update its contact information from time to time by posting the updated information on the Platform. You are responsible for checking the Platform for updated contact information.