Terms of Use

Effective Date:

Powerwin E-commerce Group Limited ("we", "our", or "us") operates the website Powertokens.ai ("Website").

This User Agreement ("Agreement") is a legally binding contract between you and Powertokens.ai, ("Company," "we," "us," or "our") governing your access to and use of the Powertokens.ai website, platform, documentation, and all related services (collectively, the "Services").

By clicking to accept this Agreement, creating an account, accessing the Services, purchasing credits, generating or routing requests through the platform, or otherwise using the Services, you agree to be bound by this Agreement. If you do not agree, you must not access or use the Services.Important clauses, particularly those relating to Restrictions on Use of Service and Disclaimers and Limitation of Liability, will be displayed in bold italics. Please read these clauses carefully.

If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that entity to this Agreement, and in that case "you" and "your" will refer to that entity.

Powertokens.ai is a platform that aggregates, routes, brokers, resells, or otherwise facilitates access to tokens, APIs, inference capacity, and related services for large language models and other artificial intelligence models offered by third-party providers ("Providers") and, where applicable, by us.

The Services may include model routing, API access, key management, usage monitoring, pricing tools, account management, support functions, documentation, and other features that we may add, remove, suspend, or modify at any time.

We do not guarantee that any specific model, Provider, route, region, pricing tier, or feature will remain available for any particular period of time.

1. Definitions

The following terms used in this Agreement shall have the meanings set forth below.

1.1

“API” (Application Programming Interface) means each application programming interface created or owned by the Model Provider and licensed to You under this Agreement.

1.2

“Model Provider” means the partner or affiliate that provides AI models, develops or updates AI service models for the AI model services covered under this Agreement.

1.3

“Applicable Law” means all applicable legislation, regulations, any and all binding directives and/or guidelines of any applicable regulatory authority or government body, including but not limited to the laws, regulations, policies, and provisions of the place where You and End Users are registered, where they operate, and where content is created, edited, published, disseminated, etc.

1.4

“End User” means You, Your authorized users, or all users who obtain the Services directly or indirectly through You, including natural persons, legal entities, and other organizations.

1.5

“Validity Period” means the fixed period or time limit during which the services covered by the purchased credits must be used. Upon expiration, unused credits will expire and cannot be used or carried forward to the next period.

1.6

“Services" means the AI model aggregation services provided through this platform (PowerTokens), through which You can simultaneously use various mainstream AI models or APIs from the Model Provider(s).

2. Scope of Agreement

2.1

Scope of Agreement. This Agreement includes the following contents: this Agreement and its appendices (namely, the PowerTokens Terms of Use, Privacy Policy, Data Protection Addendum, and other official documents, policies, and agreements published on the PowerTokens website)；the Purchase Agreement and Purchase Orders,；the Product Terms (as defined below)；and the terms, policies, agreements, documents, and materials of the model providers whose API products and model products are purchased and used through your ID account.

2.2

Inconsistency. In the event of any inconsistency or conflict among the following documents, the following order of precedence shall apply (from top to bottom, in descending order of priority):(a) the Purchase Agreement and any Purchase Orders;(b) this Agreement and its appendices (including the Privacy Policy, the Data Protection Addendum, and other official documents, policies, and agreements published on the PowerTokens website);(c) the Product Terms;(d) the terms, policies, agreements, documents, and materials of the Model Providers applicable to your purchase and use of the API products and model products.

2.3

Product Terms. Your use of the model services shall at all times be subject to any and all applicable product terms, terms of use, user agreements, privacy policies, payment and tax terms, and the rules and policies published on the official website of the model providers (collectively, the “Product Terms”), which are made available on the PowerTokens official website and on the official websites of the model providers.

3. Model Services

3.1

PowerTokens provides You with API call services and AI model services, including large language models, image generation models, video generation models and other model services from Model Providers such as Alibaba Cloud, BytePlus, Deepseek, etc. The API call services and AI model services provided by the Model Providers are collectively referred to as the “Model Services”.

3.2

Subject to Your compliance with all terms and conditions, You may use the Model Services on a nonexclusive, nontransferable, nonsublicensable, revocable, and limited basis, within Your available territory and during the applicable term. Your available territory shall be as specified by the Model Providers. You understand and accept that the available territories may vary among different Model Services.

3.3

You acknowledge and agree that PowerTokens may suspend or terminate the provision of Services at any time if You breache this Agreement or for any other reason, with or without written notice at PowerTokens’ sole discretion. Upon suspension or termination of the Services and / or this Agreement, PowerTokens may at its sole discretion require You to destroy or return all versions, documents, codes, programs, software, data, and any copies, reproductions or cached content related to the Services and / or the Model Services. Upon PowerTokens’ request, You shall also provide PowerTokens with supporting documents evidencing such return or destruction. The foregoing does not limit PowerTokens’ right to take other measures, such as removing illegal information, suspending or terminating Your access to the Model Services, or seeking other remedies.

4. Nature of the Services

4.1

The Services may transmit your requests, prompts, messages, data, files, or other materials (collectively, "Inputs") to one or more Providers and may return model-generated results, completions, text, code, images, embeddings, classifications, or other outputs (collectively, "Outputs"). Inputs and Outputs are together referred to as "User Content."

4.2

Different Providers may have different terms, technical standards, compliance requirements, rate limits, permitted use cases, data retention practices, privacy practices, safety rules, model behavior, quality levels, pricing structures, and availability commitments. Your use of a particular model or Provider may therefore be subject to additional terms, policies, or restrictions imposed by that Provider.

4.3

We act as a platform operator, intermediary, aggregator, router, and/or reseller. Unless expressly stated otherwise, we are not the developer or owner of third-party models and are not responsible for the acts, omissions, content policies, downtime, pricing changes, retention settings, training practices, moderation decisions, or security incidents of any Provider.

4.4

We may change routing logic, Provider selection, failover paths, filtering rules, service packaging, or commercial arrangements without notice where reasonably necessary for platform operation, legal compliance, fraud prevention, service continuity, or risk management.

5. Eligibility and Authority

5.1

You must be at least 18 years old, or the age of legal majority in your jurisdiction if higher, to use the Services. By using the Services, you represent and warrant that you satisfy this requirement.

5.2

You may not use the Services if you are prohibited from doing so under applicable law, including export control, sanctions, anti-money laundering, anti-terrorism, or other regulatory restrictions.

5.3

If you use the Services on behalf of an entity, you represent and warrant that you are duly authorized to act on behalf of that entity and to bind it to this Agreement.

6. Accounts and Security

6.1

You may be required to create an account in order to access some or all of the Services. You agree to provide accurate, complete, and current registration information and to keep that information updated.

6.2

You are responsible for safeguarding your account credentials, API keys, tokens, passwords, and access methods. You are fully responsible for all activity occurring under your account, whether authorized by you or not.

6.3

You must promptly notify us at [email protected] if you know or reasonably suspect any unauthorized use of your account or any security breach affecting the Services.

6.4

We may permit organizational accounts, sub-accounts, workspace administrators, team members, or delegated users. The account owner and designated administrators are responsible for configuring access rights and internal controls for such users.

7. Purchases, Tokens, Payment

7.1

We may offer goods or digital assets (such as tokens) for purchase through the Website. You agree to provide accurate payment information and to comply with any additional terms provided at the point of sale.

7.2

When you save a payment method on this platform (including but not limited to credit cards, debit cards, digital wallets, bank accounts, or other payment instruments), you agree that such payment method shall be used solely for the purposes expressly set forth in this Agreement or otherwise explicitly authorized by you.

7.3

If we need to charge your saved payment method while you are offline (i.e., when you are not actively logged into your account or have not actively authorized the transaction at the time of the transaction), or to store your payment method as an optional payment method for future purchases, we will explicitly inform you in advance and obtain your express consent for such specific purpose.

7.4

Such consent will be obtained through a separate confirmation mechanism (e.g., a "Save my payment method for future use" checkbox, a pop-up confirmation, a separate agreement checkbox, or similar means). If you do not actively check or confirm such mechanism, we will not use your payment method for the purposes of offline charges or future payment arrangements described above.

7.5

You are required to provide your explicit consent in writing (including but not limited to electronic checkbox confirmation, clicking an "Agree" button, signing an electronic agreement, confirming through your account dashboard, or other similar means) to the terms of this Agreement and the offline charge authorization set forth herein.

8. Credits, Fees, Billing, and Taxes

8.1

Access to the Services may require prepayment, post-payment, minimum commitments, subscription fees, usage-based charges, service fees, foreign exchange adjustments, payment processing charges, taxes, or other fees as displayed on the platform, in an order form, or otherwise communicated by us.

8.2

The price of the Services and the Model Services shall be the price published on PowerTokens’ official website as updated from time to time.

8.3

Where the Services operate on a prepaid balance or credits basis, you must maintain sufficient balance in your account to place requests. We may suspend processing, queue requests, reject calls, or disable access when your balance is insufficient or your payment method fails.

8.4

Credits, prepaid balances, promotional credits, bonus balances, coupons, and similar value instruments are not legal tender, are not bank deposits, have no cash value except to the extent expressly stated by us, and are not transferable unless we expressly permit transfer in writing.

8.5

Unless otherwise expressly stated in writing, all purchases are final. We may, in our sole discretion, consider refund requests for unused purchased credits submitted within [24] hours after purchase. Processing fees, blockchain fees, exchange fees, banking charges, and consumed usage are non-refundable. Promotional or bonus credits are non-refundable in all cases.

8.6

We may set minimum purchase amounts, maximum purchase amounts, credit expiry periods, auto-recharge rules, invoice thresholds, and payment risk controls. We may also hold, delay, reverse, or reject transactions where required by law, by payment partners, or by our internal fraud, sanctions, or compliance procedures.

8.7

You are responsible for all applicable taxes, duties, levies, withholding amounts, bank charges, governmental assessments associated with your use of the Services, excluding taxes based on our net income.

8.8

All content and materials relating to the service fee amount, settlement points, settlement basis, and settlement data shall be subject to the system data of PowerTokens.

8.9

Bonus Points (if any). Bonus Points are promotional credits granted as part of promotional activities determined solely by PowerTokens. The availability of any promotional activities, the specific forms, granting criteria, amounts, and other terms thereof shall be determined solely by PowerTokens at its absolute discretion. PowerTokens reserves the right to modify, suspend, or terminate any such promotional activities at any time without prior notice, and this shall not constitute a continuing offer to you.

(a)

Bonus Points granted are non-refundable, non-transferable, cannot be converted into cash, and shall be valid for a period of one year from the date of issuance.

(b)

Price Confidentiality Obligation: You expressly acknowledge and agrees that the Bonus Points constitute Confidential Information. Your receipt of Bonus Points is conditional upon Your strict observance of confidentiality with respect to all prices arising out of, or in connection with, the Services and/or the Model Services. You shall not disclose such Confidential Information to any third party, including its own employees who do not need to know such information. In the event that You breaches this Price Confidentiality Obligation, PowerTokens shall have the right, in its sole discretion, to take any of the following actions:

(1)

revoke any discounted prices granted to You;

(2)

require You to pay the difference between the discounted price and the full non-discounted price for any services previously purchased, or require You to pay the full price for any used Bonus Point(s);

(3)

require You to make payments at the full non-discounted price during the term of the Agreement;

(4)

terminate the provision of services to You without any liability for breach of the Agreement; and/or

(5)

require You to compensate for any losses caused by such breach.

(c)

Suspension and Termination: You understand and agrees that Bonus Points are promotional activities offered by PowerTokens from time to time at its sole commercial discretion. PowerTokens reserves the right, at any time, for any reason or no reason, unilaterally and in its sole discretion, to: adjust the points issuance ratio, suspend or cease the issuance of all or part of the Bonus Points, and zero out any issued Bonus Points, without prior notice to You. The foregoing circumstances include, but are not limited to:

(1)

Your failure to pay the required prepaid amount or failure to reach the monthly spending total;

(2)

Your breach of any applicable Terms of Use, Privacy Policy, or other relevant policies or documents;

(3)

PowerTokens's changes to its own operational arrangements (including but not limited to business suspension, product iteration, system integration, etc.); or

(4)

PowerTokens's determination that there is fraud, abuse, abnormal transactions, or any other circumstances that harm PowerTokens's interests.

You expressly acknowledge and agrees that PowerTokens's exercise of its rights under this clause shall not constitute a breach of contract or infringement of Your rights, and You shall not be entitled to claim any compensation, remedies, penalties or liquidated damages, or request for continued performance from PowerTokens. PowerTokens shall have the final and binding right of interpretation over all matters relating to the Bonus Points under this clause.

9. License to Operate the Services

9.1

As between you and Powertokens.ai, you grant us a non-exclusive, worldwide, royalty-free right and license, during the period necessary to provide the Services, to host, copy, transmit, cache, process, format, display, store, and otherwise use User Content solely as necessary to operate, secure, support, maintain, and improve the Services, enforce this Agreement, comply with law, prevent fraud or abuse, and generate aggregated and de-identified service analytics.

9.2

If you affirmatively enable logging, storage, troubleshooting, evaluation, or similar optional features in your account settings, you additionally authorize us to retain and use the relevant User Content for those enabled purposes in accordance with our Privacy Policy and platform settings.

9.3

We will not intentionally use your non-public User Content for model training by us unless we expressly obtain your separate consent. However, third-party Providers may process, retain, or use Inputs or Outputs in accordance with their own terms and privacy practices, and we do not control those practices.

10. Restrictions on Use of Service

10.1

You shall use the Services and Model Services in compliance with all applicable laws, regulations, and rules, including but not limited to domestic and international laws relating to trademarks and intellectual property, governing financial services, consumer protection, unfair competition, personal privacy, data security, false advertising, and other regulations relevant to the Services and Model Services.

10.2

Without PowerTokens' prior written consent, You shall not use PowerTokens' name, brands, trademarks, marks, designs, and / or logos. Your use of PowerTokens' trademarks shall not damage PowerTokens' reputation, mislead the public, imply any partnership, endorsement, or relationship beyond the scope of this Agreement, or be used for any illegal, non-compliant, or improper purpose. PowerTokens reserves the right to require You to immediately cease any use that does not comply with this provision.

10.3

If it is necessary to provide relevant information and materials for the purpose of implementing this Agreement, You warrant and represents that all information and materials submitted are true, accurate, complete, and up-to-date. In the event of any breach, PowerTokens reserves the right to suspend or terminate this Agreement, the Model Services, and the relevant Services.

10.4

During the provision of the Services and the Model Services, if You make changes to the configuration of the origin site, You shall notify PowerTokens in advance and engage in technical communication, preparation, and testing with PowerTokens to avoid service unavailability caused by improper settings.

10.5

To eliminate contractual interpretation disputes, You shall not refuse to pay the service fee to PowerTokens due to losses caused by non-service-related reasons (such as abnormal traffic affecting Your application or third-party cyberattacks).

10.6

You warrant that the API keys (access key and secret key) provided by PowerTokens will be used solely for Your applications authorized under this Agreement. You shall properly safeguard the keys used for the Services and / or the Model Services and shall not sell, resell, transfer, lease, sublease, lend, disclose, or leak the keys to any third party in any form. In the event of unauthorized use of the keys or other security issues, PowerTokens shall not be liable for any loss or damage arising from the foregoing.

10.7

You shall ensure the security of the underlying network and physical environment hosting the Services and the Model Services. You shall take effective measures to prevent password theft, illegal invocation, and other acts that endanger information security, properly safeguard the interfaces and account passwords used for the Services and the Model Services, and ensure the security of its own terminals and networks. All actions performed through Your ID shall be deemed actions of You. You assume full responsibility for any loss arising from damage caused by insecure network configurations.

10.8

Unless otherwise provided in this Agreement, You agree that it will not, nor will it assist others to:

(1)

modify, translate, adapt, sublicense, distribute, transmit through any information network, transfer, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of any Service or Model Services;

(2)

impair the integrity of the products and services provided by the Service and / or the Model Services;

(3)

make unauthorized use beyond the authorized scope, use the Services and / or the Model Services for any purpose other than Your business; copy, reproduce, republish, upload, post, transmit, resell, sell, transfer, lease, license, sublicense, assign, or otherwise distribute any data, content, or any part of the Services, Model Services, or documentation in any manner;

(4)

delete, remove, obscure, tamper with, or hide any copyright notice, credential, watermark, identifier, metadata, or other marks, methods, or signals indicating that content may be generated by AI model services;

(5)

apply for any registration, filing, or recordation of intellectual property rights with respect to the products or services offered by PowerTokens without PowerTokens' prior written consent;

(6)

bypass or circumvent security filters, abuse protections, model security mechanisms, or other security measures that Model Providers or the Model Services may use to prevent or restrict access, or enable disabled or prohibited features;

(7)

attempt in any way to extract data, parameters, code, or other confidential information of PowerTokens or its affiliates from the Model Services; violate any privacy, data security, or other applicable laws and regulations;

(8)

engage in conduct that damages the reputation or business interests of PowerTokens and / or the Model Providers;

(9)

use the Services and / or Model Services, inputs or outputs (including synthetic data) for developing, training, labeling, fine-tuning, optimizing, iterating new models or other models or algorithms, or for similar activities;

(10)

use the Services and / or the Model Services to create, train, or improve models or algorithms that compete directly or indirectly with the products or services of PowerTokens and / or the Model Providers, or use them for the benefit of any individual or entity where such use may result in the creation, training, or improvement of models or algorithms that compete directly or indirectly with the products or services of PowerTokens and / or the Model Providers;

(11)

interfere with or attempt to interfere with the normal operation of the Model Services; interfere with or attempt to interfere with any equipment, software, or network used to provide the Model Services or connected to the Model Services in any way; interfere with or attempt to interfere with any third party's use of the Model Services;

(12)

disclose to any third party any information relating to vulnerabilities of the Model Services, including but not limited to posting, commenting on, or otherwise disclosing such information on any third-party platform;

(13)

stuff keywords or use excessive keywords in a manner that impairs the quality and relevance of the Model Services' output;

(14)

engage in any activity that undermines or attempts to undermine network security (including but not limited to phishing, hacking, cyber fraud, injecting or allegedly transmitting viruses, trojans, and malicious code into websites or cyberspace, or allegedly attacking other websites and servers using virtual servers, such as scanning, sniffing, ARP spoofing, and DoS attacks); engage in any activity that alters or attempts to alter the system configuration provided by the Services and / or Model Services or undermines network security;

(15)

any other conduct that violates applicable laws.

10.9

If any legal liability arises from Your conduct set forth in Section 10.8 above, You shall bear such liability. If any loss is caused to PowerTokens as a result, You shall indemnify PowerTokens for all such losses in full.

10.10

As between PowerTokens and You, any act or omission of any End User of You shall be deemed an act or omission of You itself, and You shall bear full responsibility therefor.

11. Specifications on Use of Service

11.1

PowerTokens has the right (but not the obligation) to adjust or terminate part or all of the Services and / or Model Services at any time based on its own operational arrangements (including but not limited to discontinuation, iteration, integration, etc.). PowerTokens may provide advance notice to You to allow You to transfer and back up relevant data and adjust its business accordingly.

11.2

If PowerTokens, on its own initiative or based on information from government authorities, complaints from rights holders, etc., discovers that You may have violated applicable laws and regulations and / or prohibited conduct under this Agreement, PowerTokens has the right to make an independent judgment based on general public perception and take one or more of the following measures at any time:

(1)

require You to immediately delete or modify the violative content;

(2)

restrict or suspend all or part of the Services and / or the Model Services provided to You (including but not limited to directly taking down part of Your services, reclaiming relevant resources, prohibiting access to APIs, imposing operational restrictions or suspension on Your account, etc.);

(3)

terminate provision of the Services and / or the Model Services to You and terminate this Agreement;

(4)

if PowerTokens terminates the provision of the Services and / or the Model Services to You or terminates this Agreement pursuant to this Section, the prepaid fees paid by You shall be deemed liquidated damages and shall not be refunded;

(5)

pursue other liabilities of You in accordance with applicable laws.

11.3

The above measures taken by PowerTokens (including but not limited to suspension of Services, Model Services, deduction of fees, termination of this Agreement, etc.) shall not be deemed a breach of contract by PowerTokens. If You suffer any loss as a result (including but not limited to business suspension, data deletion, etc.), You shall bear such loss alone and it agrees to waive all claims and rights against PowerTokens in relation to such loss. Any liability and consequence arising from Your breach of this Agreement shall be borne by You, and You shall indemnify PowerTokens and any third party for any loss caused thereby.

11.4

You agree that Your use of specific Model Services may be subject to additional exclusions, restrictions, and conditions (for example, You are solely responsible for obtaining necessary licenses, authorizations, or approvals from third-party rights holders in order to provide or submit content when using specific Model Services).

11.5

You assume full responsibility for all use of output content from its use of the Services and / or the Model Services, and for evaluating its accuracy, legality, and suitability in Your specific use scenario and context. Neither You nor the End Users may use any Model Services to generate content that infringes upon the rights of any third party, including but not limited to intellectual property rights, personality rights (such as the right to portrait and right to voice), and reputation rights. You acknowledge and agrees that it shall indemnify and hold PowerTokens harmless from any loss or dispute arising from Your breach of the foregoing obligations, and shall bear full liability therefor.

11.6

You agree that if it uses the Services and / or the Model Services to perform cross-application operations on any device or terminal or similar use scenarios, You shall first obtain prior written consent from PowerTokens and the relevant Model Providers and conduct a strict compliance review which is to be approved by PowerTokens.

11.7

To facilitate Your creative and experiential use, certain Model Services provide You with certain artificially generated materials, including virtual character libraries (collectively, "Reference Materials"), which You may choose to use. Without the prior written consent of PowerTokens and the relevant Model Providers, You shall not copy, download, compile, distribute, or sell any Reference Materials; use the Reference Materials outside or separate from the Services and / or the Model Services; or use the Reference Materials for any purpose competitive with the business of PowerTokens and / or the Model Providers' products and services (including but not limited to developing or creating competing material libraries). You acknowledge and agree that, although such Services and Model Providers have considered diversity when generating virtual characters and other materials through artificial intelligence, differences may still arise due to geographic and cultural differences.

11.8

Video generation models may accept images, videos, and audio as components of the service input (hereinafter referred to as the "Visual Functionality"). You may upload its own materials (hereinafter referred to as "Custom Materials") for use in generating and optimizing video content. You represent and warrant that the Custom Materials uploaded by You are content that You legally own the intellectual property rights to, or that You have obtained sufficient and legal authorization from the relevant rights holders. You confirm that the use of Custom Materials in the Model Services, and Your use of the content generated by the Service and / or the Model Services based on the Custom Materials, will not infringe upon the legal rights of any third party (including but not limited to copyright and other intellectual property rights, portrait rights, voice rights, etc.). You further confirm that the Custom Materials are original works of You, or the relevant authorizing rights holders, and do not contain any content that infringes upon the legal rights of any third party. You shall not use the Visual Functionality to assist in identifying individuals, nor shall You use such functionality to obtain or infer personal privacy or sensitive information. Without the prior written consent of the relevant individual and without first obtaining all necessary rights, You shall not use the Visual Functionality to reproduce or generate any person's portrait or voice. If You choose to publicly share images or videos generated by the Services and / or the Model Services through any channel or in any form (for example, sharing on social media or content platforms, or creating virtual character personas), You thereby represent that it has obtained all necessary rights involved in the generated content, and You agree that PowerTokens and the Model Providers have the right to reproduce, distribute, modify, display, and use such content to operate the Services and / or the Model Services. If You are unable to confirm the rights status of Custom Materials, You shall not upload or use them in the Services and / or the Model Services. If any infringement or consequences arise, You shall bear full responsibility alone. The uploading of materials with unclear ownership, defective rights, or infringing content also constitutes inducement and abuse of the Services and the Model Services, and PowerTokens reserves the right to pursue Your liability for breach of this Agreement. If PowerTokens incurs liability to a third party as a result, PowerTokens shall have the right to seek reimbursement from You for all losses suffered thereby.

11.9

If Your Custom Materials contain portrait materials of a natural person, You must first obtain the authorization of the person whose rights are involved. You may be requested to provide relevant supporting documents, or use the certification tools provided by PowerTokens to complete the certification process before using the natural person material upload function. You shall ensure that it has obtained sufficient authorization and consent from the natural person, and shall have the obligation to implement security measures to store and protect personal information (including sensitive personal information) collected through the certification tools initiated under Your managed account. PowerTokens reserves the right, in its sole discretion, to enable this function for You based on the supporting documents provided by You. Please note that review and certification technologies are only preliminary means and cannot be guaranteed to be errorfree. Passing review and certification do not constitute PowerTokens' substantive confirmation of the compliance of Your materials or usage, nor does it mean that Your use of another person's portrait or voice materials will not infringe upon such person's corresponding rights, nor does it relieve You of its compliance obligations. Before uploading or using any materials involving another person's portrait or voice, You must still ensure that it has obtained legal and sufficient authorization from the rights holder, and shall continuously bear sole and independent responsibility for the use of such materials. If the use of such materials causes loss to PowerTokens or results in a third-party claim against PowerTokens, You shall indemnify PowerTokens in full. If the virtual character uploaded by You is highly similar to a natural person's portrait, the upload may also be blocked by the Services and / or the Model Services.

11.10

You shall take reasonable and appropriate measures to ensure the security of access to and use of the Model Services by You and the End Users. If You discover any vulnerabilities in the Services and / or the Model Services, including but not limited to the generation of any inappropriate or infringing output, You shall immediately contact PowerTokens and provide detailed information about such vulnerabilities.

11.11

You understand and confirm that some output content is automatically completed by online AI models (including the Services and the Model Services), and that PowerTokens and the Model Providers do not manually intervene in the service process or results.

11.12

You understand and confirm that when using the Services and / or the Model Services, You shall establish and maintain content compliance and intellectual property management mechanisms, and implement necessary identification, review, and risk control measures for input and generated content. This is especially true for content involving wellknown IPs, brand elements, fictional characters, celebrity portraits, or other highly recognizable materials. You shall not, knowingly or when it should have known, use the software to generate, use, or disseminate any content that violates applicable laws and regulations, public order, or good morals, or that infringes upon any third party's intellectual property rights or other legal rights. You shall not use the products to post, induce, or permit its users to induce the products to generate content that violates laws and regulations, public order, and good morals, or that infringes upon third party legal rights. You shall not engage in unsolicited or unauthorized advertising, promotional materials, commercial activities, and/or sales, including "spam," "mass mailings," "chain letters," "pyramid schemes," "contests," "lotteries," or any other form of solicitation. You shall not input or output content that is illegal, offensive, harassing, infringing, excessively violent, defamatory, vulgar, obscene, pornographic, slanderous, invasive of another's privacy, hateful, or involves racial or ethnic discrimination.

12. Data Access and Usage

12.1

The Model Services will not use the prompts and other inputs submitted by You, or the content, code, or other outputs generated by the Services and / or the Model Services in response to Your inputs, to train the underlying models with respect to the Services and / or the Model Services.

12.2

You shall ensure compliance with all applicable data protection laws and regulations (including requirements relating to data localization, cross-border data transfer, obtaining end user consent, etc.), assess compliance risks on its own, and bear all liabilities arising from any violation (such as regulatory penalties, claims from data subjects, etc.).

12.3

You assume sole and full responsibility for all text, images, sounds, audio, video, code, data, information, or other content and materials input by You or submitted when using the Services and / or the Model Services, as well as their sources (collectively, "Customer Data"), including but not limited to the obligation to comply with any applicable data protection laws. You represent and warrant that the storage and use of Customer Data by PowerTokens based on Your consent, license, or authorization will not infringe upon or misappropriate any third-party rights.

12.4

You understand and confirm that the data it collects, stores, uses, transmits, transfers, publicly discloses, and deletes are legally collected, obtained, or authorized under applicable laws and do not infringe upon the legal rights of any individual or entity. You shall take reasonable and secure technical measures to ensure the security and integrity of such data.

12.5

Certain Model Providers (e.g., Minimax) may, in the course of providing products and services, technical and network support, collect or generate technical and operational data, such as system logs, billing data, customer service conversations, information retained for leads, etc. ("Operational Data"), and may also use such Operational Data to optimize and improve their products and services. You consent to such collection, generation, and usage of the Operational Data by such Model Providers.

12.6

Subprocessing Authorization: Certain Model Providers (e.g., Vidu) may generate or maintain a list of subprocessors, which You may access on the Model Providers’ official website on the "Subprocessor Page". Such list shall include the names, locations, categories of personal data to be processed, and purposes of processing of the proposed subprocessors. This may involve subsequent transfers of personal data. Your agree that its usage of the Model Services shall constitute its consent to having such personal data collected, processed, transferred, and used by such Model Providers.

13. Intellectual Property

13.1

PowerTokens and its affiliates, and thirdparty rights holders, retain all ownership, intellectual property rights, and all other rights, titles, and interests in and to the Services and the Model Services. Nothing in this Agreement transfers, or shall be construed as transferring, to You (including the End Users) any proprietary rights in or to the Services and the Model Services, including but not limited to model parameters, algorithms, code, and framework structures.

13.2

Save as otherwise expressly provided in this Agreement, Your access and / or usage of the Services and / or the Model Services does not grant You or the End Users any rights in relation to the algorithms, parameters, weights, or code of the Model Services. You shall not modify any algorithms, parameters, or code of the Services and / or the Model Services. If the Services and / or the Model Services fail to operate properly or the level of the Services and / or the Model Services degrades due to any modification of the algorithms, parameters, or code of the Model Services by You or the End Users, PowerTokens shall not be liable for any resulting liability, and You shall be deemed to be in material breach of this Agreement.

13.3

To the extent permitted by applicable law, the intellectual property rights in and to Your Data belong to You or other applicable rights holders. PowerTokens does not claim ownership of the outputs generated by the Model Services in response to Your inputs. You must use the outputs in compliance with all applicable laws and this Agreement. For the avoidance of doubt, if the aforementioned outputs contain any data or content in which PowerTokens or its affiliates or thirdparty rights holders hold intellectual property rights or other legal rights, such rights shall remain with PowerTokens or its affiliates or such thirdparty rights holders.

13.4

Certain Model Providers (e.g., BytePlus) may provide finetuning services through the ModelArk Platform. The finetuning content and its use shall be governed by the relevant terms published on the Model Providers’ official website. You hereby agree that the finetuning content shall be deployed exclusively on the ModelArk Platform and, within Your available territory, may be used by You internally or in Your products or services. You expressly acknowledge and agrees that at no time shall You have the right to download, copy, export, transfer, or otherwise make the finetuning content available outside the ModelArk Platform. The ModelArk Platform has no obligation to provide You with any algorithms, parameters, or source code of the finetuning content. Any use of the finetuning content beyond the expressly permitted scope, or any attempt to access its algorithms, parameters, or source code, shall require the prior written consent of the ModelArk Platform. For clarity, You acknowledge and agree that the use of the Services and / or the Model Services with finetuning content on the ModelArk Platform is also subject to other applicable terms and conditions of the ModelArk Platform and the Model Providers.

13.5

PowerTokens retains all ownership and intellectual property rights in the technical materials, statistical data, and methods and results of technical improvements used and acquired during the term of this Agreement.

13.6

Unless otherwise agreed or required by laws or regulations, if You own lawful intellectual property rights in the content it uploads/inputs, the intellectual property rights in the AIgenerated content shall still belong to You. However, PowerTokens makes no warranty and / or representation as to whether such AI-generated content may be legally recognized, registered, or protected by the laws of any jurisdiction, and PowerTokens shall not be liable for any loss caused thereby. If any loss is caused to PowerTokens or its affiliates due to a violation of this provision, You shall bear the indemnification liability.

13.7

Given the nature of the Services and the Model Services and current industry practices, You acknowledge and accept that:

(1)

the outputs generated by the Services and / or the Model Services may not be unique, and other users of the AI models may obtain similar content;

(2)

content generated at the request of other users does not constitute Your outputs;

(3)

the Services and / or the Model Services are unable to make substantive judgments regarding the ownership, authorization, or potential infringement of intellectual property rights or other thirdparty rights in any specific content;

(4)

the content generated by the Services and / or the Model Services cannot completely avoid the risk of intellectual property infringement, especially when Your inputs involve unauthorized text, images, trademarks, portraits, intellectual property, etc.

13.8

PowerTokens does not restrict You from using the output content of the Model Services for commercial purposes. However, You are requested to carefully evaluate such use before using it, including for commercial purposes. If You cause loss to PowerTokens and its affiliates or related companies, You shall indemnify PowerTokens and its affiliates and related companies in full for all such losses.

13.9

You shall respect the intellectual property rights and other legal rights of third parties. If any third party initiates a lawsuit or claim against You due to Your infringement of its intellectual property rights or other legal rights, You shall indemnify the third party and PowerTokens for the economic losses suffered thereby.

13.10

If, due to Your fault, intellectual property litigation arises under this Agreement, PowerTokens shall not be obliged to provide any assistance, and shall not be liable for any infringement damages determined in any related dispute. If a final enforceable judgment names PowerTokens as a litigation participant and confirms PowerTokens' infringement liability, or results in any adverse consequences for PowerTokens, PowerTokens shall have the right to seek a full indemnity from You, including but not limited to the following circumstances:

(1)

infringement disputes arising from Your use of the Services and / or the Model Services beyond the scope of this Agreement;

(2)

unauthorized combination of the Services and / or the Model Services with other products or technologies outside the scope of this Agreement, and any infringement disputes arising from such combination;

(3)

infringement disputes arising from modifications or improvements to the Services and / or the Model Services made by You;

(4)

infringement disputes arising from technologies, specifications, information, or instructions provided or specified by You;

(5)

infringement disputes arising from Your failure to timely use new versions or replacement services;

(6)

circumstances where PowerTokens has informed You in writing that You need to obtain thirdparty intellectual property licenses, and You fails to obtain such licenses.

13.11

If You, in breach of this Agreement, engage in subsequent development or creates derivative works based on the products and services provided by PowerTokens, the relevant intellectual property rights and other rights shall belong to PowerTokens.

13.12

You agree that PowerTokens has the right to use and display Your trademarks, logos, and names on its website, in films, multimedia presentations, public events, catalogs, trademarks, logos, and designs, especially in any materials used for the sale and promotion of the Services and / or the Model Services.

14. Compliance, Screening, and Enforcement

We may monitor use of the Services, including metadata, billing events, request patterns, geography indicators, abuse indicators, and security signals, to protect the Services, comply with law, and enforce this Agreement.

We may investigate suspected violations, cooperate with regulators, courts, payment processors, cloud providers, or law enforcement, and disclose information where we reasonably believe disclosure is necessary or appropriate to comply with law, respond to legal process, protect rights or safety, or prevent fraud, sanctions violations, abuse, or security incidents.

We may suspend, rate-limit, block, hold funds, cancel credits, disable routes, or terminate access immediately if we reasonably determine that your use presents legal, compliance, fraud, payment, sanctions, reputational, platform integrity, or security risk.

15. Disclaimers and Limitation of Liability

15.1

You acknowledge that service unavailability or other effects caused by the following circumstances shall not constitute a breach of this Agreement by PowerTokens, and PowerTokens shall not be liable therefor:

(a)

Improper operation by You, or failure of Your or a third party's computer software, system, hardware, communication lines or other resources;

(b)

service unavailability due to failure of Your equipment, system application failure, or adjustment of Your own system settings, or system debugging and configuration at Your request;

(c)

system maintenance for which PowerTokens has given You advance notice;

(d)

errors arising from domain name blocking due to non-compliant Customer content or other reasons;

(e)

reduced availability due to a sudden large increase in traffic without prior written notice from You to PowerTokens;

(f)

brief suspension of service when PowerTokens configures system hardware and software or node equipment, or performs system hardware and software maintenance, server configuration, maintenance or upgrades;

(g)

reduced access speed to Your application terminal due to network path congestion;

(h)

given the special nature of computers and the Internet, service unavailability due to hackers, trojans, viruses, technical adjustments by telecommunications authorities or other issues affecting service and security;

(i)

You acknowledge that in the course of providing products and services, PowerTokens only engages in activities such as data distribution, transmission and caching, and does not process the data itself. If You infringes third-party rights or violates applicable laws and regulations while using the services provided by PowerTokens, You acknowledges that this is unrelated to PowerTokens and PowerTokens itself shall not bear any liability;

(j)

the parties confirm that, due to the uncertainty and non-replicability of data value, and the fact that API services are not data storage services, You shall properly back up your original data; regardless of the type of service provided by PowerTokens, or whether data loss is caused by service failure, PowerTokens shall not be liable for any loss of Your original data;

(k)

You shall conduct necessary investigation/review and management of your use in accordance with applicable laws, regulations and government orders. However, PowerTokens shall not bear any legal liability arising from Your breach of this Agreement or violation of laws, or from the aforementioned investigation/review. If this results in the inability to continue performance of this Agreement, PowerTokens shall have the right to terminate this Agreement without liability for breach, and You shall compensate PowerTokens for corresponding losses;

(l)

PowerTokens shall not be liable for any loss caused to You or any third party by acts or omissions of a third party;

(m)

PowerTokens shall not be liable for any loss suffered by a third party that obtains the Services and / or the Model Services indirectly through You;

(n)

service interruption, data loss, data leakage or theft, and other service unavailability or substandard performance caused by force majeure, including but not limited to system instability, third-party service defects, network failures, government actions, and other causes not attributable to PowerTokens;

(o)

for certain Model Providers (e.g., Alibaba Cloud), the number of API calls and the resulting data volume shall not exceed the limits prescribed by the Model Providers. If any of the Model Provider discover that You attempts to exceed or bypass such limits, Your API may be temporarily or permanently blocked;

(p)

PowerTokens only provides model aggregation and API aggregation services. If You write separate programs to call the Services and / or the Model Services, PowerTokens shall not be liable for any consequences arising from Your programming process or Your use of such programs;

(q)

Your infringing input or output originates from third-party product content.

15.2

All Services and Model Services are provided on an "AS IS," "AS AVAILABLE," "WITH ALL FAULTS" basis and in their current available state. The risk is borne solely by You. You understand and agree that, due to current technical limitations, PowerTokens cannot make any promises regarding the following matters. Moreover, the following circumstances shall not constitute a breach of this Agreement by PowerTokens:

(a)

PowerTokens makes no representations, warranties or conditions of any kind, express or implied, with respect to the Services and the Model Services, including but not limited to the truthfulness, completeness, availability, accuracy, reliability, timeliness, merchantability, fitness for a particular purpose, uninterruptedness, stability, error-free, fault-free, security or non-infringement of the outputs generated by the Services and Model Services. You and the End Users assume full responsibility and liability for all risks, and all decisions, acts, omissions and all other consequences arising from the use of or reliance on any outputs by You and / or the End Users. You acknowledge and agree not to claim any compensation from PowerTokens for any damages arising from the use of any outputs by itself or the End Users.

(b)

Because the Services and the Model Services cannot truly understand the user data or related content uploaded by You, nor can they judge or identify potential risks and ethical issues, any content obtained by You or the End Users through using the Services and / or the Model Services shall not be deemed as advice to You or the End Users. You shall be responsible for notifying your users to make independent judgments based on actual circumstances, especially on professional issues (such as medical, financial, legal, employment, etc.). PowerTokens shall not bear any direct or indirect loss arising therefrom.

(c)

Although the Services and the Model Services automatically filter through AI algorithms, they cannot be ruled out that certain information may be defective, unreasonable or cause discomfort to users. It should be noted that generated content does not represent any position or view of PowerTokens or PowerTokens' affiliated customers.

(d)

All Model Services and API port calls under this Agreement are provided by the Model Providers. PowerTokens does not promise or guarantee any call rate or error rate, nor does it provide any SLA service level.

15.3

In connection with Your use of the Services and the Model Services, and to assist You in fulfilling your obligations under applicable laws, PowerTokens may, in its sole discretion, adopt technical measures to review the input content (text, images or other data) submitted by You or End Users, as well as the outputs generated by the Services and / or the Model Services. If such input or output contains material that violates laws, regulations or this Agreement, PowerTokens may intercept, block or delete such content. The review mechanism is provided solely as a technical auxiliary tool and does not constitute any representation or warranty regarding the legality or rights status of any content. You expressly:

(a)

acknowledges that PowerTokens does not guarantee the accuracy, completeness or effectiveness of such review measures;

(b)

agrees that any act or omission by PowerTokens (including failure to detect non-compliant content) shall not relieve You of its primary obligation to comply with applicable laws and regulations governing AI technology, generative AI services and internet content management;

(c)

indemnifie and hold harmless PowerTokens and its affiliated customers from any loss, liability or damage suffered as a result of Your breach of this Section 15.3.

15.4

You agree that any defect in the Services and / or the Model Services themselves shall not constitute a breach of this Agreement. PowerTokens' liability is conditioned upon Your strict compliance with the Agreement and its appendices, PowerTokens’ purchase orders, PowerTokens’ user terms, the Product Terms, and the applicable operating guidelines, usage standards or specifications of the Model Providers when using the Services and / or the Model Services. If You fail to comply with the above requirements, PowerTokens shall not be liable for any consequences arising from improper use of the Model Services.

15.5

If You use any data in connection with using the Services and / or the Model Services, conducting model training, fine-tuning or development, You shall bear sole and full responsibility for all liabilities and disputes arising therefrom. If You suffer damage after engaging in model training, fine-tuning or development activities, PowerTokens shall not be liable for any consequences arising from such improper use of the models and data.

15.6

If a Service and / or a Model Service becomes the subject of any claim, PowerTokens may, in its sole discretion, replace or modify such Service and / or Model Service without Your consent. You shall promptly comply with all reasonable directions provided by PowerTokens, including any directions relating to replacement, modification or termination of the Service and / or the Model Service. If You fail to promptly comply with all reasonable directions, resulting in an escalation of the dispute, PowerTokens shall not be liable for any loss arising after the date on which PowerTokens gave the reasonable direction to You. If replacement or modification is commercially impracticable, PowerTokens may terminate this Agreement by written notice.

15.7

If You breach this Agreement, any allegations, claims and losses arising therefrom shall be borne solely by You, and You may not claim compensation from PowerTokens. If You breach this Agreement and sublicenses the Services and / or the Model Services to any third party, You shall also indemnify such third party for all losses suffered in the course of using the Model Services, and PowerTokens shall not make any indemnification to any other third party.

15.8

Unless otherwise agreed in writing, in no event shall either Party be liable for any indirect, intentional, punitive, incidental, exemplary, special or consequential damages, loss of business profits, or claims for loss of business of either Party or any third party arising out of or related to this Agreement, or the use of or inability to use the Services and / or the Model Services by You or any third party, or service unavailability, whether based on contract, tort or any other legal theory, and whether or not You or PowerTokens has been advised of the possibility of such damages. Because some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, such limitations shall apply to the maximum extent permitted by law.

15.9

In any event, the total cumulative liability of PowerTokens under this Agreement, regardless of the type, shall not exceed the total amount of actual fees paid by You in the three (3) months preceding the event giving rise to the breach or tort. If applicable law prohibits the limitation of liability for certain categories of damages, this Section shall apply to the maximum extent permitted by law.

15.10

To the maximum extent permitted by applicable laws and regulations, You acknowledge and agree that any claim or dispute with any other third party arising out of the Services and / or the Model Services is a matter between You and such third party, and You irrevocably agree to release, indemnify and hold harmless PowerTokens, PowerTokens' parent companies, subsidiaries and affiliates, and their respective officers, directors, employees, agents and advisors, from any and all claims, demands and/or liability for damages arising out of or related to such claims or disputes.

15.11

PowerTokens does not represent and cannot guarantee that the services provided by PowerTokens are suitable or available for use in any other location or jurisdiction, or comply with the laws, regulations and rules of any other location or jurisdiction, or laws governing export, import or foreign use. You shall, prior to entering into this Agreement and usage of the Services and / or the Model Services, ensure that the content of this Agreement and usage of the Services and / or Model Services do not violate the laws, regulations and policies of the countries or regions involved.

15.12

The disclaimers in this Section 15 shall survive the termination of this Agreement and any corresponding orders.

16. Breach and Remedies

16.1

If You fail to pay the prepaid fees (if applicable) and/or service fees in full and/or on time in accordance with this Agreement and its appendices, PowerTokens’ purchase orders, PowerTokens’ user terms, and the Product Terms, PowerTokens shall have the right to immediately suspend the Services and / or the Model Services, and from the date of delayed payment, You shall pay PowerTokens liquidated damages for overdue payment at the rate of 0.5% per day of the overdue amount. If the delay continues for more than 15 days, PowerTokens shall also have the right to unilaterally terminate this Agreement.

16.2

The following circumstances shall constitute a material and fundamental breach of this Agreement:

(1)

any breach of applicable law by You; any breach by You of the representations, warranties, obligations or undertakings set forth in this Agreement;

(2)

any unauthorized resale, distribution, sublicensing or provision to a third party by You in breach of this Agreement;

(3)

Your output content or data infringes or is likely to infringe third-party rights, including but not limited to intellectual property rights, personality rights (such as portrait rights and voice rights), reputation rights, etc.;

(4)

You fail to enable, disables, interferes with, bypasses, ignores or fail to use any security protection functions or restrictions provided by the Services and / or the Model Providers;

(5)

You modify, convert the output content or combines it with other products or services;

(6)

You use unauthorized content as input or fine-tuning content provided to the Services and / or the Model Services or fine-tuned models, resulting in potentially infringing outputs;

(7)

infringement arising from trademark rights or related rights under applicable law by You;

(8)

fine-tuning, refining, customizing or modifying any model, Services, or Model Service without any license or authorization

For any such breach, PowerTokens shall have the right to take one or more of the following remedies, which are cumulative and not exclusive:

(1)

Immediate Termination: PowerTokens may immediately terminate this Agreement and all orders without liability or refund, suspend or revoke Your access rights, disable relevant accounts, API keys or interfaces, and take any necessary technical and legal measures;

(2)

Disgorgement of illicit gains: within ten (10) business days after receipt of written notice, You shall pay to PowerTokens all revenues and economic benefits obtained from such unauthorized resale or provision (including but not limited to service fees, commissions, revenue shares and any other forms of consideration);

(3)

Liquidated Damages: within ten (10) business days after receipt of written notice, You shall pay additional liquidated damages equal to thirty percent (30%) of the total transaction amount generated by such unauthorized resale, or the maximum amount permitted by applicable law, whichever is higher;

(4)

Additional Losses: if the amounts payable under (2) and (3) above are insufficient to fully compensate PowerTokens for its losses, You shall further indemnify PowerTokens for all remaining losses, including but not limited to reputational damage, loss of customers, investigation costs, regulatory risks and reasonable attorney's fees;

(5)

The remedies and damages provided in this Section 16.2 shall not be subject to any liability limitations, damage caps or exclusions of damages set forth in Section 15 of this Agreement, and shall prevail.

16.3

During the term of this Agreement, if either Party breaches any provision of this Agreement, unless otherwise agreed herein, the breaching party shall be liable for compensation for the direct economic losses caused to the other Party by such breach. If both Parties breach this Agreement, each party shall bear corresponding liability for its respective breach. The nonbreaching party shall be entitled to take legal remedies, such as suspending the Services and / or the Model Services, terminating the Services and / or the Model Services, requiring the other party to cease the breach and reduce or eliminate the impact, terminating this Agreement, and requiring the other Party to compensate for losses. For the avoidance of doubt, if a Party fails to perform (including but not limited to nonperformance and delayed performance of) its advance notice obligation, causing the other Party to be unable to perform its obligations under this Agreement as agreed, such other Party shall not be deemed to be in breach, and shall not bear any liability for breach, including but not limited to compensation for any losses.

16.4

For certain Model Providers (e.g., Byteplus), without prejudice to any remedies available to PowerTokens under this Agreement or applicable law, for each breach of this Agreement by You, You shall pay the higher of the following amounts as a penalty for a single breach: US$1,000,000; or (the minimum commitment amount, if any, specified in the applicable appendix); in the event of multiple breaches, the payment of penalties shall be cumulative. In any event, if PowerTokens' actual direct and indirect losses exceed the penalty, You shall be liable for the full amount of such actual losses (including all direct and indirect losses).

17. Beta Features and Experimental Services

17.1

From time to time, we may offer beta, preview, trial, sandbox, experimental, research, or evaluation features (collectively, "Beta Features"). Beta Features may be incomplete, unstable, subject to additional terms, or changed or discontinued at any time.

17.2

Beta Features are provided "as is" and may be excluded from support commitments, service levels, uptime expectations, or security commitments that otherwise apply to generally available Services.

18. Provider Liability and Information Disclosure

18.1

If any compliance liability, third-party infringement claim, administrative penalty, or other legal consequence arises as a result of the services or models provided by a third-party model Provider (including but not limited to its training data, algorithmic output, content generation logic, etc.), we reserve the right to disclose to regulatory authorities, users, or relevant third parties the identity information of such Provider (including but not limited to the Provider's name, contact information, scope of services, etc.) as required by regulatory authorities or as necessary to protect the legitimate rights and interests of users.

18.2

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE ACTS OR OMISSIONS OF ANY THIRD-PARTY MODEL PROVIDER SHALL BE GOVERNED SOLELY BY LIMITATION OF LIABILITY ABOVE, AND WE SHALL HAVE NO FURTHER LIABILITY TO YOU WITH RESPECT THERETO.

18.3

Notwithstanding the foregoing, if we suffer any losses, damages, or expenses (including reasonable attorneys' fees as a result of any claim, penalty, or proceeding arising from such Provider's services or models). The Provider shall indemnify and hold us harmless from and against all such losses, damages, and expenses. We may, at our sole discretion, assist you in pursuing claims against the Provider by disclosing the Provider's identity, but we are under no obligation to do so.

19. Sanctions and Export Control

19.1

You acknowledge that the products and services under this Agreement may be subject to technology export or trade control laws of the United Nations, China, the United States, Singapore, the European Union and/or other countries/regions (collectively, "Trade Control Laws"), including those administered or enforced by the Ministry of Commerce of China and the U.S. Department of Commerce's Bureau of Industry and Security.

19.2

You shall not take any action that would violate the Trade Control Laws of the United Nations, China, Singapore, the United States, the European Union or other applicable laws. If you become aware of a potential violation of Trade Control Laws in connection with the performance of this Agreement, you shall immediately notify PowerTokens in writing.

19.3

If PowerTokens reasonably believes based on relevant facts that performance of this Agreement would cause PowerTokens to violate applicable Trade Control Laws, or would expose PowerTokens to the risk of becoming a target of economic sanctions under such laws, PowerTokens may suspend the provision of Services and / or the Model Services to you or terminate this Agreement. PowerTokens shall have the right to seek reimbursement from you for any losses suffered as a result. Your indemnification obligations and liability shall survive the termination of this Agreement.

19.4

Material Breach. Any violation of this Section 19 shall be deemed a material breach of this Agreement that is not capable of remedy.

20. Privacy

Our collection, use, storage, disclosure, and other processing of personal data are described in our Privacy Policy, which is incorporated into this Agreement by reference.

By using the Services, you acknowledge that data submitted through the Services may be processed in multiple jurisdictions and by third-party Providers, infrastructure vendors, payment processors, and service partners, subject to our Privacy Policy and applicable law.

21. Confidentiality

If we provide you with non-public information regarding the Services, pricing, roadmap, security, or technical architecture that is identified as confidential or that reasonably should be understood as confidential, you will protect that information using reasonable care and use it only as necessary to evaluate or use the Services.

This Section does not apply to information that is or becomes public through no fault of yours, was already lawfully known to you without restriction, is lawfully received from a third party without breach, or is independently developed without use of our confidential information.

22. Force Majeure

22.1

PowerTokens shall not be liable to you for any failure or delay in performing its obligations under this Agreement due to earthquakes, floods, storms, fires, epidemics, government actions, acts of government authorities or officials, war, insurrection, riots, civil unrest, cyberattacks or any other cause beyond its reasonable control.

22.2

PowerTokens shall promptly notify you in writing of the occurrence of the force majeure event, its expected duration and the anticipated impact on its ability to perform its obligations, and shall use reasonable efforts to promptly mitigate its impact.

22.3

If PowerTokens is unable to perform or is delayed in performing its obligations under this Agreement due to force majeure, unless otherwise provided by applicable law, PowerTokens shall not be liable for its inability to perform or delay in performing any obligation under this Agreement.

23. Changes to the Services or this Agreement

We may modify the Services, pricing, technical parameters, routing methods, credit rules, or this Agreement from time to time. Updated versions will be posted on the website with a revised effective date.

If we make changes that materially and adversely affect your rights, we will use reasonable efforts to provide advance notice, such as by posting a notice on the website, sending an email, or presenting an in-product notice. Your continued use of the Services after the effective date of the updated Agreement constitutes acceptance of the updated Agreement.

24. Suspension and Termination

You may stop using the Services at any time. We may suspend or terminate your access, your account, any API key, any workspace, any credit balance, or any feature at any time, with or without notice, if we believe you have violated this Agreement, present unacceptable risk, or where suspension or termination is required for legal, compliance, operational, or security reasons.

Upon termination, your right to use the Services immediately ceases. Sections that by their nature should survive termination will survive, including provisions relating to fees owed, intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, and general terms.

Termination does not relieve you of any payment obligations accrued before termination. Unless otherwise required by law or expressly stated by us in writing, unused credits may be forfeited upon termination for cause.

25. Governing Law and Dispute Resolution

This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Republic of Singapore without giving effect to any choice or conflict of law provision or rule whether of the Republic of Singapore (or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Republic of Singapore.

You irrevocably agree that any claim, controversy or dispute (“Dispute”) arising out of or relating to this Agreement or any Order Form, including with respect to the existence, formation, validity, interpretation, performance or termination of this Agreement or any Order Form or the consequences of its nullity, and also including any Dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Agreement or any Order Form, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause 25. The seat of the arbitration shall be Singapore. The tribunal shall consist of three (3) arbitrators. Each party shall nominate one (1) arbitrator, and the two (2) party-nominated arbitrators shall jointly nominate the third (3rd) arbitrator, who shall serve as the presiding arbitrator. If any party fails to nominate its arbitrator, or if the party-nominated arbitrators fail to agree on the presiding arbitrator within fourteen (14) days, such appointment(s) shall be made by the President of the SIAC. The language of the arbitration shall be English.

Nothing in this clause shall prevent the parties from applying to a court of competent jurisdiction for provisional or interim measures or injunctive relief as may be necessary to safeguard a party's intellectual property rights or other proprietary rights that cannot be adequately compensated by monetary damages. The decision of the tribunal shall be final and binding on the parties, and neither party shall appeal against such decision.

26. Controlling Language

This Agreement is originally drafted and executed in the English language. The English language version of this Agreement (including all Schedules, Exhibits, and other documents attached hereto or incorporated herein by reference) shall be the official and controlling version for all purposes, including but not limited to interpretation, performance, enforcement, and dispute resolution. Any translation of this Agreement into any other language, whether produced by automatic page translation software, machine translation, or any other means, is provided for convenience only and shall have no legal effect. In the event of any discrepancy, conflict, or inconsistency between the English version and any non-English translation (including any version resulting from automatic web page translation or similar tools), the English version shall prevail and govern in all respects. No party may rely on any non-English translation to assert any claim, defense, or right under or relating to this Agreement. Each party acknowledges that it has reviewed and understood the English version of this Agreement, and that it has had the opportunity to obtain independent legal advice regarding the terms hereof in English.

27. General Terms

You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. We may assign this Agreement freely, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

If any provision of this Agreement is found unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

Our failure to enforce any provision will not constitute a waiver of that provision or any other provision.

This Agreement, together with the Privacy Policy, any additional online policies incorporated by reference, and any applicable order form or enterprise agreement, constitutes the entire agreement between you and us regarding the Services and supersedes prior or contemporaneous understandings relating to the Services.

If the Customer enables the Enterprise Administrator Features, the terms set out in Exhibit – Enterprise Administrator Features shall apply and form part of this Agreement.

For questions about this Agreement, please contact us at [email protected].

Exhibit – Enterprise Administrator Features

1. Definitions

1.1

“Customer” means an organization that registers for and purchases the Services and is granted corresponding administrative rights, including but not limited to legal entities (companies, government agencies, public institutions, etc.), unincorporated organizations (partnerships, etc.), and individual businesses.

1.2

“Administrator” means an individual designated and authorized by the Customer to create the organizational structure, invite members, configure dedicated accounts, and exercise backend administrative rights on behalf of the Customer. There may be one or more Administrators.

1.3

“Admin Features” means the account management, permission configuration, member addition/removal, data viewing, and other backend administrative functions provided by the platform to Administrators.

1.4

“Managed Accounts” means all accounts, sub-accounts, and associated users that belong to the same Customer and are created, assigned, managed, or controlled by an Administrator.

2. Appointment of Administrators

2.1

After completing account registration and enterprise identity verification, the Customer may designate one or more individuals as Administrators.

2.2

Each Administrator must have full capacity for civil conduct and ensure that their registration information is true, accurate, lawful, and valid.

2.3

By accepting these terms on behalf of the Customer, the Administrator is deemed to have obtained full authorization from the Customer. An individual who does not have the legal authority to bind the Customer shall not accept these terms.

2.4

The Customer may add, replace, or revoke Administrators at any time through the methods designated by the platform. Upon the effective date of any change, the previous Administrator’s rights shall terminate immediately, and the new Administrator shall inherit all administrative rights.

2.5

The Customer shall be solely responsible for the designation, change, and permission configuration of Administrators. Any loss arising from incorrect designation, improper permission configuration, or failure to timely revoke the rights of departed personnel shall be borne solely by the Customer.

3. Scope of Administrator Rights

3.1

Subject to the actual features made available by the platform, an Administrator may, on behalf of the Customer:

(a)

create, invite, disable, or delete Managed Accounts and users;

(b)

assign, modify, or revoke permissions and roles of Managed Accounts;

(c)

view, export, and manage usage data, operation logs, and related business data of Managed Accounts;

(d)

manage the Customer’s subscriptions, billing, payment methods, and invoices;

(e)

set enterprise-level security policies, access controls, and compliance rules; and

(f)

exercise any other rights expressly granted by the platform.

3.2

An Administrator may, according to the Customer’s management needs, designate other users as sub-administrators and manage their permissions.

3.3

All settings and operations performed by an Administrator in the admin console shall be deemed actions of the Customer.

3.4

Administrator rights are limited to internal management purposes of the Customer and shall not be used for any illegal, infringing, or unauthorized purpose.

4. Obligations of Administrators

4.1

Administrators shall properly safeguard their account credentials, maintain accurate and up-to-date account and contact information, and ensure that all use of the Administrator account complies with these terms and applicable platform rules. In particular, Administrators shall:

(a)

not transfer, lend, or otherwise provide Administrator rights to any unauthorized third party;

(b)

exercise administrative rights only within the scope authorized by the Customer;

(c)

comply with these terms, platform rules, and applicable laws and regulations;

(d)

keep confidential all data obtained through Administrator rights (including but not limited to personal data and business data of other users) and not disclose, sell, or use such data for any other purpose without the prior written consent of the Customer and the platform; and

(e)

promptly notify the platform of any suspected unauthorized access or security incident.

4.2

Administrators shall grant administrative rights only to appropriate personnel and set permissions reasonably.

4.3

Administrators shall promptly revoke the administrative rights of any individual who no longer requires such rights.

4.4

When implementing account controls, Administrators shall comply with applicable laws and regulations and protect the personal information, privacy, and other legitimate rights of End Users.

5. Customer’s Responsibility

5.1

The Customer shall be fully responsible for all acts and omissions of its Administrators and End Users.

5.2

All operations, acts, and instructions performed by Administrators in the course of creating, verifying, managing, and using the Customer’s account shall be deemed acts of the Customer, and the Customer shall bear all corresponding legal consequences.

5.3

The Customer shall indemnify the platform for any losses caused by the acts of its Administrators.

5.4

The Customer shall be responsible for the day-to-day maintenance and management of End Users under its account, including timely addition, updating, or deletion of user information, management of user conduct, and handling of user inquiries and complaints.

6. Data Access and Privacy

6.1

Administrators may access data of Managed Accounts solely for the Customer’s internal management purposes.

6.2

The Customer represents and warrants that it has obtained all necessary consents or has other lawful bases under applicable law to allow Administrators to access and process the data of users of Managed Accounts. The Customer shall be solely responsible for any claims, penalties, or losses arising from the absence of such lawful basis.

6.3

The platform acts solely as a technical service provider and assumes no responsibility for the data use between Administrators and users of Managed Accounts.

7. Termination of Admin Features

7.1

The Customer may request to disable the Admin Features at any time. Upon disablement, all Managed Accounts shall revert to independent accounts or be handled in accordance with platform rules, and Administrator rights shall terminate immediately.

7.2

The platform may immediately terminate the Admin Features or related accounts if:

(a)

the Customer or any Administrator materially breaches these terms or the main agreement;

(b)

Administrator rights are used for illegal or infringing purposes;

(c)

the Customer ceases to exist, becomes bankrupt, or is deregistered; or

(d)

required by applicable laws or regulatory authorities.

8. Platform’s Role and Disclaimer

8.1

The platform provides only neutral platform and technical services and does not participate in any of the Customer’s business activities.

8.2

Any disputes, liabilities, or consequences arising from the Customer’s use of the Services with third parties, or from any violation of applicable laws or these terms, shall be borne solely by the Customer.

8.3

Except as expressly required by law, the platform assumes no obligation merely by accepting or reviewing an Administrator application.

9. Amendments

9.1

The platform may amend these terms when necessary. The amended terms will be published on the relevant platform pages.

9.2

If an amendment would materially diminish the Customer’s rights under these terms, the platform will provide prior notice through page prompts, in-product messages, or email.

9.3

Continued use of the Admin Features after the effective date of any amendment constitutes acceptance of the amended terms.

10. Miscellaneous

10.1

These terms form a supplement to the Terms of Use and, where applicable, the Purchase Agreement. In the event of any conflict between these terms and the main agreement solely with respect to the Admin Features, these terms shall prevail.

10.2

Matters not covered by these terms shall be governed by the Terms of Use, the Privacy Policy, the Data Protection Addendum, and other applicable platform rules.

10.3

If any provision of these terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.4

By enabling the Admin Features, the Customer is deemed to have read, understood, and agreed to these terms in their entirety.

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