Terms of Service

These Terms of Service (“Terms”) between You (defined below) and ZULER (defined below) describes the terms and conditions of Your use of ZULER’s Services (defined below). BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS, YOU AFFIRM THAT YOU (i) ARE AT LEAST 18 YEARS OF AGE OR OLDER AND (ii) HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS, DO NOT PROCEED ON THE ELECTRONIC ACCEPTANCE PROCESS AND YOUR REGISTRATION PROCESS WILL BE DISCONTINUED.

1.DEFINITIONS

“Documentation” means any electronic or printed materials that accompany the Software that provide instructions for the installation, operation, and use of the Software. “Licensed User” means an individual with a valid account for the Zukaa software. “Services” means the services and related Software provided by ZULER to You under these Terms for Zukaa software. “Software” means certain software applications, in object code format only, that are required for You to use the Services and licensed to You subject to these Terms. “ZULER” means ZULER TECHNOLOGY PTE. LTD. or one of its affiliates and its successors and assigns. “Zukaa” means the specific software provided by ZULER. “Zukaa Account” means a user account created with Zukaa that uniquely identifies You with a user name and password. “Third Party Software” means certain software that Zukaa licenses from third parties and provides to You incorporated into the Software. “You or Your” means you as a Licensed User or an employee or agent of a legal entity that is authorized to represent and legally bind such entity to these Terms.

2. ONLINE REGISTRATION

To use the Services, You may be required to complete the online registration process, including Your electronic acceptance of these Terms. Zukaa may reject an online registration by You at its sole discretion and is not obligated to provide a reason for its rejection. Sure, we will inform you the reason for the rejection when necessary, and you can report the above situation to our customer service staff. a. Registration Data. As part of the online registration process for a Zukaa Account, ZULER will collect certain limited information about You (“Registration Data”). All Registration Data provided by You must be current, complete, and accurate, and You are solely responsible for updating the Registration Data as necessary. ZULER may terminate all rights to access, receive, use and license the Services if (i) ZULER discovers that any of Your Registration Data is incomplete, inaccurate, or not current, or (ii) ZULER determines, at its sole discretion, that You are not the appropriate user of the Services. b. Passwords and Security. As part of the online registration process, You must use Your email address as Your user name and choose a password for access to Your Zukaa Account. You are entirely responsible for maintaining the confidentiality of Your r passwpassword and agree to carefully safeguard all of Your passwords. You are solely responsible for any and all activities that occur under Your Zukaa Account and agree to immediately notify ZULER of any unauthorized use of Your Zukaa Account or any other breach of security. Furthermore, You are solely responsible to obtain consent from Your users before collecting, transmitting or transferring any content from their devices through the Services. ZULER shall not be liable for any loss that You may incur as a result of a third party using Your Zukaa Account, either with or without Your knowledge. You may be held liable for losses incurred by ZULER or another party due to a third party using Your Zukaa Account, either with or without Your knowledge. In addition, as the controlled party, you must to watch your account , device number and password (these are just like your home address and door key), after you are connected with others every time, you can change the temporary password at any time, so as not to be privately connected by the third party. c. Subscription to Use the Software. When You subscribe to use the Services, ZULER may suspend or terminate the Services on Your Zukaa Account due to payment delinquency and You agree to reimburse ZULER for all reasonable costs and expenses incurred in collecting delinquent amounts. d. Trial and Promotional Offers. From time to time, ZULER may offer certain trial and/or promotional offers. ZULER reserves the right to modify, discontinue any trial or promotional offers in its sole discretion and without notice. Any trial or promotional offers are limited to one (1) per customer and may not be combined with any other offers.

3. YOUR ACCESS TO AND USE OF OUR SERVICES

Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. a. License Grant. You are granted a non-transferable, non-sublicensable, non-exclusive license to use the Software and Documentation subject to Your full compliance of this Section 3. b. Software Restrictions. You shall not (i) in whole or in part, copy, reproduce, transfer, create derivative works from, translate, reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, alter or modify the Software, or remove any portion thereof, nor shall You cause or permit any other person to do the foregoing; (ii) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices placed or embedded by Zukaa on or in any Software or Documentation; (iii) sell, resell for a profit, rent, lease or lend the Software or Documentation or use it for commercial time sharing, rental or service bureau use; (iv) intimidate or harass another, or promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (v) use the Software or any component thereof for any illegal purposes; or (vi) use the Software or Documentation, or any component thereof, to enable copyright protection-circumvention devices or to violate or circumvent in any manner any content copyright, content protection scheme, or content copy policies. c. Service Restrictions. By using the Services, You agree not to and shall not allow any of Your users to (i) use the Services in violation of any applicable laws or regulations, (ii) transmit any material that may violate or infringe the intellectual property, privacy or other rights of any third party, (iii) harvest or otherwise collect or store any information of a third party without his/her consent, (iv) use the Services in a way that may cause harm or disruption to ZULER network, Zukaa Accounts or other Zukaa services or (v) use the Services to send any spam, malware or any fraudulent, obscene or unlawful content. Zukaa may, at its sole discretion, suspend any account in violation of the above or require You to purchase additional seat licenses to correct any overage. d. Third Party Software. . Certain Third Party Software provided in or with the Software is subject to various other terms and conditions imposed by the users of such Third Party Software. Your use of the Third Party Software is subject to and governed by the respective Third Party Software licenses, which relevant licenses for such Third Party Software You may view from within the Software.

4. ARTIFICIAL INTELLIGENCE GENERATION TECHNOLOGY SERVICE

a. Zukaa's artificial intelligence generation technology service function (hereinafter referred to as "AI function") may also rely on other models and services to provide you with artificial intelligence generation technology services and other services. b. The content generated by Zukaa is for your reference only. You may not use the output content as professional advice, commercial purposes or for other purposes: (i) If it involves situations that may have a significant impact on you or related parties (such as scenarios or purposes related to medical care, finance, investment, insurance, law, food safety, nutrition, etc.), it is recommended that you consult relevant professionals. The output of this software should not be the basis for your further action or inaction; (ii) During your use of Zukaa software and services, if it is recognized that you have an intention to search online or you actively select the AI function, we will automatically search for public source information of third-party web links in a non-manual search method, and then respond to your input so that you can quickly obtain the search results. The search source and related content will be displayed above the reply content. Please be aware that the web links displayed in the search source are all produced and provided by a third party. The output content of this software is the integration of the information in the search source based on the model's natural language understanding ability. Even if the search source is marked, the output content may still be inaccurate and is for your reference only. It does not mean that this software agrees with or agrees with any position or opinion on the content of the web link, or any endorsement of the authenticity, accuracy, and reliability of the content in the web link (especially the numbers, time, and various factual descriptions contained therein, please verify them before using them); or (iii) any judgment you make based on the output content or subsequent related operations based on it, the consequences and responsibilities brought about by it shall be borne by you, including the risks arising from the reliance on the authenticity, accuracy, reliability, non-infringement or satisfaction of the output content for specific purposes, and the risks arising from the use of the output content for commercial purposes. You should scientifically and rationally understand and use generative artificial intelligence technology in accordance with the law.

5. INTELLECTUAL PROPERTY PROTECTION

a. ZULER or its users retain ownership of all proprietary rights in or associated with the Services and these proprietary rights are protected by Singapore and international copyright and other intellectual property laws and international trade provisions. You acknowledge that the Services may contain unpublished information and embody valuable trade secrets proprietary to ZULER and/or its users. ZULER and/or its users reserve all rights in the Services not expressly granted herein. The license granted hereunder and Your right to use the Services terminate automatically if You violate any part of the Terms.b. During your use of Zukaa, you may use artificial intelligence generation technology services to submit text, audio or other content or information to Zukaa (collectively, "input") and receive content generated in response to your input (referred to as "output"). As between you and ZULER, to the extent permitted by applicable law, the intellectual property rights of the input you provide belong to you or the right holder who legally enjoys such intellectual property rights. ZULER does not claim ownership of the output content. If the input and/or output itself contains content in which ZULER has intellectual property rights or other legal rights, the corresponding rights of the aforementioned input and/or output shall still be enjoyed by ZULER, and their ownership shall not be changed due to inclusion in the output. c. You understand and agree that all content uploaded and published by you during your use of Zukaa belongs to you, and the rights you have in your own content will not be changed due to uploading and publishing. At the same time, in order to improve your user experience when using Zukaa and to better share and promote your content, you grant ZULER and/or its affiliates a free, worldwide, transferable, sublicensable and relicensable right to use your content within the scope permitted by law, such as for service optimization, brand promotion and publicity. d. You understand and promise that the input should be content for which you have the intellectual property rights or have obtained legal authorization from the right holder, and there is no content that violates applicable laws and regulations or infringes on the legitimate rights and interests of others (including but not limited to intellectual property rights such as copyright, patent rights, trademark rights, personality rights, personal information rights and other rights). e. Unless otherwise provided in this Agreement, the intellectual property rights and related rights of the content provided by ZULER in Zukaa (including but not limited to software, technology, programs, web pages, text, pictures, images, audio, video, graphics, layout design, electronic documents, etc.) belong to ZULER. The copyright, patent rights and other intellectual property rights of the software on which ZULER relies when providing this software service belong to ZULER or its affiliates or other corresponding right holders. Without ZULER's permission, no one may implement, use or transfer the content in Zukaa (including but not limited to adaptation, copying, dissemination, crawling, vertical search, mirroring or trading, etc.). ZULER reserves the right to pursue the above unauthorized acts.

6. CONFIDENTIAL INFORMATION

“Confidential Information” means any non-public business or technical information of ZULER including, without limitation, any information relating to ZULER's trade secrets or know-how that is designated as "confidential," either orally or in writing, or that You know or should know is considered confidential or proprietary by ZULER. You agree to maintain the Confidential Information in strict confidence and not to use Confidential Information except as expressly authorized by these Terms. You shall ensure that no unauthorized persons shall have access to the Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (i) becomes part of the public domain through no breach of the Terms by You; (ii) is independently developed by You without reference to any Confidential Information; or (iii) is rightfully disclosed to You by a third party without restriction on disclosure.

7. Changes to the Terms

We amend these Terms from time to time, for instance when we update the functionality of our Services, when we combine multiple apps or services operated by us or our affiliates into a single combined service or app, or when there are regulatory changes. We will use commercially reasonable efforts to generally notify all users of any material changes to these Terms, such as through a notice on our Platform, however, you should look at the Terms regularly to check for such changes. We will also update the "Last Updated" date of these Terms, which reflect the effective date of such Terms. Your continued access or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop accessing or using the Services.

8. TERM AND TERMINATION

These Terms shall commence on the date of Your electronic acceptance. These terms continue until the termination of Your Zukaa Account. You may terminate these Terms at any time by terminating Your subscription, removing the Software and Documentation from Your system, deleting Your Zukaa Account, and stopping to use the Services. ZULER may immediately terminate these Terms and Your subscription, license, and right to the Services if (i) You breach these Terms; (ii) You, as a legal entity, declare bankruptcy, are involved in any bankruptcy proceedings or are otherwise insolvent; or (iii) ZULER decides, at its sole discretion, to discontinue offering the Services, in which case ZULER shall notify You in advance, whenever possible, and provide You with alternative plans or options to minimize any inconvenience that may be caused by such termination. ZULER shall not be liable for any damages resulting from a termination of these Terms as provided for herein. Upon termination of these Terms: (a) all license rights granted hereunder will automatically terminate without further notice to You; and (b) You will immediately discontinue all access to and use of the Services and destroy the Software and Documentation, and all copies thereof. Sections 1, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13 and 14 shall survive the expiration or termination of these Terms in full force and effect.

9. DISCLAIMER OF WARRANTIES

THE SERVICES, SOFTWARE, ANY UPDATES THERETO, ANY DOCUMENTATION AND INFORMATION ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. ZULER, ON BEHALF OF ITSELF AND ITS USERS, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND ANY SAMPLE, SPECIFICATION OR PROPOSAL PROVIDED BY ZULER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ZULER DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, SATISFACTORY QUALITY OF THE SERVICES OR THAT THE SERVICES WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED, MEET YOUR REQUIREMENTS, BE FREE OF VIRUSES OR THAT ZULER WILL CORRECT ALL ERRORS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. SOME LAWS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO, TO THAT EXTENT, THIS LIMITATION MAY NOT APPLY TO YOU.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL ZULER, OR ITS USERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OR IN CONNECTION WITH THESE TERMS, IRRESPECTIVE OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION) OR PRODUCT LIABILITY, EVEN IF ZULER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL ZULER'S CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY). TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

11. INDEMNIFICATION

You hereby agree, at Your sole expense, to indemnify, defend and hold ZULER and its affiliates, employees, officers, directors, owners, information providers, agents, licensees, users (the "Indemnified Parties") harmless from and against any and all liabilities, claims, costs, including reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any demand, claims, action, suit, or loss arising as a result of (a) any breach by You of these Terms or claims arising from Your Zukaa Account; (b) any fraud or manipulation by You; (c) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by You; or (d) any claims of credit card fraud based on any information released by You. You agree to use best efforts to cooperate with ZULER in the defense of any demand, claim, action or suit. ZULER reserves the right to assume the exclusive defense of any matter subject to indemnification by You at ZULER's own expense.

12. EXPORT CONTROLS

You acknowledge and agree that the Services licensed under these Terms are subject to the export control laws and regulations of Singapore. You shall, at Your own expense, comply with all applicable laws, ordinances, regulations, rules and other requirements. You shall not, without prior Singapore government authorization, export, re-export or transfer any Software, Services or technology subject to these Terms, either directly or indirectly into any country subject to a Singapore trade embargo or to any resident or national of any such county.

13. HIGH-RISK USE

You hereby acknowledge that the Services are not designed or intended for access and/or use in or during high-risk activities and shall not be used in connection with any system where malfunction can reasonably be expected to result in personal injury, death or damage to property, environment, or business. Without limiting the foregoing, the Services shall not be used in connection with any life support system. ZULER and its users hereby expressly disclaim any express or implied warranty of fitness for such purposes. You agree to hold ZULER and its officers, directors, employees, affiliates, and users harmless from any claims or losses resulting from any of the foregoing uses of the Services.

14. GENERAL

a. These Terms constitute the entire agreement between You and ZULER and supersede any prior or contemporaneous agreements, communications and/or understandings, written or oral, concerning the subject matter hereof. ZULER is not bound by any provision of any purchase order, receipt, acceptance, confirmation, correspondence, or otherwise, unless ZULER expressly agrees to the provision in a written, executed document. b. If any provision of these Terms shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall not be affected. c. You may not assign or transfer these Terms or any rights or obligations under these Terms. Any assignment or transfer of these Terms made in contravention of the terms hereof shall be null and void. Subject to the foregoing, these Terms shall be binding on and inure to the benefit of the parties' respective successors and permitted assigns. ZULER may assign its rights under these Terms to its affiliates and to any successor by way of merger, acquisition, consolidation, reorganization, or sale of all or substantially all of its assets that relate to these Terms, without action on Your part, in which case references to ZULER herein shall be deemed to refer to the assignee. d. These Terms, their subject matter and their formation, are governed by the laws of Singapore. Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity or termination of these Terms, 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 ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English. e. Notices by ZULER to You may be sent to the email address provided by You during the online registration process or otherwise by any means that ZULER determines at its sole discretion as likely to come to Your attention. f. You agree not to bring or participate in any class action lawsuits against ZULER or any of its employees or affiliates. You agree that You will not bring a claim under these Terms more than two (2) years after expiration or termination of these Terms. No waiver of any provision or consent to any action by ZULER shall constitute a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent by ZULER shall constitute a continuing waiver or consent except to the extent specifically set forth by ZULER in writing. g. You acknowledge that ZULER may provide software, solutions, and services to third parties, including competitors of You, which are the same or similar to the software, solutions, and services provided to You hereunder. h. ZULER will not be responsible for any delay, interruption, or other failure to perform under these Terms due to acts beyond ZULER's reasonable control.