Terms of Use

These Terms of Use (the “Agreement”) constitute a binding agreement between STARUNION SPACE INTERNATIONAL LIMITED. (“STARUNION”, “we”, “us” or “our”) and you (“User” or “you”), and govern your access to and use of the Platform (as defined below) and the Services (as defined below). The Services are not provided to users located in mainland China. Please note that this Agreement incorporates by reference our Privacy Policy, which you may view at the foot of our website (the “Privacy Policy”), as well as the User Agreements (as defined below).

You acknowledge that this Agreement has the same force and effect as an agreement signed in writing between you and STARUNION. By accessing or using any part of the Platform or the Services, you confirm and agree that (i) you have read, understood and agree to be bound by this Agreement, the Privacy Policy and the User Agreements, and (ii) you are of legal age and have the capacity under the laws and regulations of your place of residence to enter into a binding contract with STARUNION. If you do not agree to be bound by the terms of this Agreement, the Privacy Policy and the User Agreements, are not of legal age, or lack the capacity to enter into this Agreement, you must not access or use the Platform or the Services.

We reserve the right to revise this Agreement at any time, or to modify or publish new documents and other terms and conditions governing your access to and use of the Platform and the Services (including new features or functions of the Platform and the Services) (collectively, the “User Agreements”). We may notify you of such revisions by commercially reasonable means, for example by pushing a notification to you through the Platform. Your continued access to or use of the Platform and/or the Services after such notice has been given and the revised Agreement, revised User Agreements or new User Agreements have taken effect constitutes your acceptance of the revised Agreement, the revised User Agreements or the new User Agreements (as the case may be).

1. Definitions

1.1 In this Agreement, the following words and expressions shall have the following meanings respectively:

“Account” has the meaning given in Clause 5.1.

“Affiliate” means any entity that controls, is controlled by, or is under common control with a party (“control”, and its correlative meanings such as “controlled by”, “controlling” and “under common control with”, meaning the power to direct or cause the direction of the management and policies of a company, directly or indirectly, whether through the holding of voting securities, by contract or otherwise).

“Platform” means the various versions (including web, API and mobile applications) provided by STARUNION through which users may access the Services.

“Documentation” means all user guides, manuals, notices, operating rules, policies and specifications, or other documents describing the functions, features or operation of the Services provided or made available by STARUNION, including but not limited to any revisions, modifications and updates made to such documentation by STARUNION from time to time.

“Error” has the meaning given in Clause 4.2(c).

“Fees” has the meaning given in Clause 6.1.

“Feedback” has the meaning given in Clause 12(a).

“Force Majeure Event” means any circumstance beyond the reasonable control of a party, including but not limited to (a) fire, storm, lightning, flood, drought, earthquake or other natural disaster or other similar act of God; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations; (d) any law or action taken by a government authority, including but not limited to a change in law, the imposition of import or export restrictions, quotas or prohibitions, or a failure to grant a necessary licence or consent; (e) fire, explosion or accident; (f) any labour or trade dispute, strike, industrial action or lockout; (g) non-performance by suppliers or subcontractors; and (h) the unavailability, interruption or failure of utility services such as electricity, gas, water and telecommunications (including the internet).

“Government Authority” means any governmental, administrative, statutory, regulatory or self-regulatory, judicial or arbitral body or authority (including any department thereof) anywhere in the world having jurisdiction over the affairs of STARUNION or the User.

“Harmful Code” means any computer code, files, scripts and programs, including any malware and/or software, that is intended or known to be harmful, destructive, disabling to users, or to assist in or facilitate the theft, alteration, denial of service, unauthorised disclosure, destruction or corruption of data, including viruses, worms, spyware, adware, keyloggers, trojans, ransomware and any new forms of threat.

“Intellectual Property Rights” means patents, trade marks, service marks, copyright, know-how, design rights, database rights, rights in software, design and invention rights, trade secrets, confidential information, trade names and brands, internet domain names, any applications (whether pending, in progress or granted) and any other similar industrial, intellectual or protected rights (whether registered, registrable or unregistered) in any country and in any form, medium or technology now known or later developed.

“Interaction Data” means data generated or processed through the services provided on the Platform (excluding Third-Party Services), including but not limited to data input, fed back, modified, processed, stored, uploaded, downloaded, distributed or otherwise handled in connection with open-source models, third-party websites, software, applications or services.

“Laws” means any applicable statute, ordinance, by-law, regulation or subsidiary legislation in force from time to time, including the common law as applicable from time to time and any mandatory and binding industry code or standard.

“Maintenance” means any scheduled or emergency suspension or restriction of the Platform or the Services for the purposes of updating, upgrading, repairing and maintaining the Platform or the Services.

“Payment Method” has the meaning given in Clause 6.5.

“Payment Service Provider” has the meaning given in Clause 6.6(a).

“Personal Information” means any data about an individual who can be identified (a) from that data itself; or (b) from that data and other information that another party has or is likely to have access to, whether or not that data is true.

“Personnel” has the meaning given in Clause 10.6.

“Registered User” has the meaning given in Clause 5.1.

“Registration Data” has the meaning given in Clause 5.4.

“Rewards” has the meaning given in Clause 6.3.

“Services” means the services, functions, features, information and content provided to users by STARUNION and its business partners through the Platform. For the avoidance of doubt, the Services do not include Third-Party Materials.

“Technical Data” means system-specific data or information and other technical data relating to the Platform or the Services.

“Term” has the meaning given in Clause 13.1.

“Third-Party Account” has the meaning given in Clause 5.3.

“Third-Party Materials” has the meaning given in Clause 9.1.

“Third-Party Software” has the meaning given in Clause 8.1.

“Trade Marks” has the meaning given in Clause 2.3.

“Unavailability” has the meaning given in Clause 4.2(c).

“Updates” means updates, bug fixes, patches, corrections, modifications, enhancements, new versions, the introduction of new functions or features added to the software components of the Platform or the Services, or the removal or modification of existing functions or features.

“User Agreements” means the documents and policies that STARUNION may introduce from time to time.

“User Equipment” has the meaning given in Clause 8.1.

“User Failure” means any circumstance in which the Platform or the Services cannot be accessed or used owing to the User, including but not limited to (i) your access to, use of, or attempted access to or use of the Platform and/or the Services in breach of this Agreement (including the User Agreements), (ii) the User's failure to comply with the user obligations and restrictions set out in Clause 3 of this Agreement, (iii) the User's delay in performing or failure to perform any obligation under this Agreement (including payment), (iv) problems with the User's internet connection, or (v) failure or incompatibility of the User Equipment and other hardware or software components required for the User to access or use the Platform or the Services which are not supplied by STARUNION.

“STARUNION Intellectual Property” has the meaning given in Clause 11.1.

“STARUNION Proprietary Marks” has the meaning given in Clause 11.1(a).

2. Licence

2.1 The Platform (including the Documentation and the Services) belongs to us. Subject to the terms and conditions of this Agreement, during the Term STARUNION grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable and non-transferable licence to access and use the Platform and the Services outside mainland China.

2.2 All Intellectual Property Rights in and/or made available through the Platform and the Services (excluding Interaction Data and Registration Data) are owned by STARUNION or licensed to STARUNION by our licensors. You acquire no right, title or interest in the Platform or the Services other than the limited licence granted under this Agreement and the right to use the Platform or the Services in compliance with all terms, conditions and restrictions. STARUNION retains and shall retain all right, title and interest in the Platform and the Services, including all Intellectual Property Rights in or relating to the Platform.

2.3 The trade marks, service marks, trade names and logos used on the Platform (the “Trade Marks”) are registered and unregistered trade marks of STARUNION. (other than trade marks contained in the Registration Data you provide) and other trade marks. Nothing on the Platform shall be construed as granting, by implication, estoppel or otherwise, any licence or right to use any Trade Mark displayed on the Platform without the prior written permission of STARUNION or the relevant trade mark owner.

3. User Obligations and Restrictions

3.1 You shall access and use the Platform and the Services in compliance with this Agreement, the User Agreements, the Documentation and all applicable Laws.

3.2 You acknowledge, represent and warrant that you will comply with the obligations set out in Clause 7 of this Agreement.

3.3 You must not use the Platform or the Services:

a. for any unlawful purpose or criminal activity; or

b. to post, upload, publish, submit, disseminate, promote or transmit, or otherwise make available:

i. content or material that is unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, lewd, forged, fraudulent, stolen, injurious or otherwise objectionable;

ii. anything that encourages conduct constituting a criminal offence or contravening any applicable law, regulation or code of conduct;

iii. unauthorised advertising or other promotional material;

iv. material that infringes or violates the Intellectual Property Rights of others (including but not limited to making, transmitting or storing electronic copies of material protected by Intellectual Property Rights without the owner's permission), rights of publicity or privacy, or other personal rights; or

v. material that STARUNION in its sole opinion considers objectionable, or that restricts or inhibits any other person's use or enjoyment of the Platform or the Services, or that may expose STARUNION or its users to harm or liability of any kind.

3.4 In using the Platform and the Services, you must not:

a. impersonate any person or party, or falsely state, misrepresent or otherwise misdescribe your affiliation with any person or party;

b. use any content made available on or through the Services (including any header information, keywords or other metadata) for the purposes of training or developing any machine learning or artificial intelligence, or for any technology intended to identify natural persons;

c. collect or harvest any personal information from the Services, including but not limited to the names of other users;

d. attempt to gain unauthorised access to, or otherwise interfere with, any part of the Platform or the Services, or the performance, operation or functioning of the Platform and the computer facilities on and/or through which the Platform is accessed;

e. make the Platform, the Services or the Documentation (or any part thereof) available to, or use them for the benefit of, any person other than yourself;

f. rent, lease, lend, sell, resell, sublicense, assign, distribute, publish or hire out the Platform or the Services (or any part thereof), or otherwise make them available to any third party, including the Documentation, or incorporate the Platform or the Services into a service bureau, timesharing or outsourcing service;

g. interfere with or disrupt the integrity, performance, operation or functioning of the Platform or the Services, or any information and content contained therein;

h. copy, adapt, modify, create derivative works based on, assign, publicly display, transmit or otherwise exploit the Platform or the Services (including any of their functions or features);

i. use any manual or automated software, device or other process (including but not limited to spiders, robots, crawlers, scrapers, avatars, data mining tools or similar tools) to “scrape”, harvest or download any information and data from the Platform or the Services;

j. access the Platform or the Services in order to build a competitive product or service, or otherwise to compete with STARUNION;

k. reverse engineer, decompile or otherwise attempt to derive or obtain the source code or infrastructure of the Platform or the Services or any part thereof;

l. attempt to probe, scan or test the vulnerability of the Platform or the Services or any STARUNION system or network, or breach any security or authentication measure, or otherwise attempt to benchmark the performance of the Platform, the Services or any service of STARUNION;

m. upload, store, transmit or make available any Harmful Code through the Platform or the Services;

n. remove, delete, alter or obscure any Trade Mark or any copyright, trade mark, patent or other intellectual property notice on the Platform or the Services, including on any copy thereof;

o. give any competitor of STARUNION. (including any of its employees or contractors) access to or use of the Platform or the Services (or any part thereof), including read-only access, direct access using your identity and password information, or otherwise; or

p. use the Platform or the Services for any commercial purpose, including but not limited to advertising, selling or offering for sale any goods or services, or holding any training, event or course.

3.5 You acknowledge and agree that STARUNION reserves the right, but is under no obligation, to:

a. monitor your access to and use of the Platform or the Services, and inspect, review and/or control any activity, content or information occurring on or through the Platform, in order to ensure your compliance with this Agreement, or to comply with the obligations of STARUNION under applicable Laws or under an order or requirement of a court or other Government Authority;

b. investigate and prosecute breaches of this Agreement to the extent permitted by law, report any suspicious or unlawful activity occurring on the Platform or through the Services, and cooperate with law enforcement authorities in prosecuting users who breach this Agreement;

c. at any time and without prior notice, for any reason or no reason (including but not limited to where STARUNION determines in its sole judgment that any conduct or operation of yours breaches this Agreement or applicable Laws, causes harm to the Platform, the Services or their users, or in order to comply with an order or requirement of a court or other Government Authority), terminate the licence granted to you under this Agreement and remove or disable your access to and use of the Platform or the Services (or any part thereof).

4. Availability

4.1 STARUNION will use commercially reasonable efforts to ensure that the Platform and the Services comply with the laws of Hong Kong.

4.2 Notwithstanding the foregoing, you acknowledge and agree that:

a. as the applicable laws of Hong Kong and the related technical reference guidelines may change from time to time, STARUNION cannot guarantee that your access to or use of the Platform and/or the Services will at all times comply with the applicable laws of Hong Kong;

b. the availability and performance of the Platform and/or the Services may vary owing to a number of factors which may be beyond the control of STARUNION, including limitations of internet stability and interruptions of telecommunications networks. STARUNION makes no representation or warranty as to the performance (including but not limited to quality, speed, service level or efficiency), uptime or availability of the Platform and/or the Services, nor does it warrant that your access to or use of the Platform and/or the Services will be uninterrupted, error-free or will meet your needs or requirements; and

c. STARUNION is not responsible for any error or interruption in the Platform and/or the Services (an “Error”), or for your inability for any reason to access or use the Platform and/or the Services (or any part thereof) (“Unavailability”), or for any loss or damage arising from such Error or Unavailability, including where the Error or Unavailability is caused in whole or in part by:

i. User Failure;

ii. Maintenance;

iii. a Force Majeure Event;

iv. a change in the law or in an order or requirement of a court or other Government Authority;

v. the suspension or termination of your Account or of your access to and/or use of the Platform and/or the Services under this Agreement; a failure of the internet, telecommunications networks or the power grid, or any other cause not attributable to STARUNION or beyond its control.

4.3 You acknowledge and agree that your access to and/or use of the Platform and/or the Services may occasionally be suspended or restricted in order to carry out Updates. STARUNION may update the Platform and/or the Services at any time without giving any reason or notice and without any liability to you. You further agree that all Updates shall be deemed part of the Platform or the Services and are subject to all terms and conditions of this Agreement.

5. User Accounts

5.1 To access the Platform or the Services, you must become a Registered User and access those functions through your Account. In this Agreement, a “Registered User” means a user who has registered an account on the Platform in order to use such functions (an “Account”).

5.2 To become a Registered User, you must register and log in to your Account through a Third-Party Account.

5.3 STARUNION may allow you to link an account with the Platform or the Services, or otherwise access the Platform or the Services, through a third-party service (for example, [Google, Github and such other third-party services as STARUNION may permit from time to time]) (a “Third-Party Account”). For the purposes of this Agreement, all references to “Account” shall include “Third-Party Account”.

5.4 In creating an Account, you agree:

a. to provide true, accurate, current and complete personal information (the “Registration Data”);

b. to maintain and promptly update the Registration Data so that it remains true, accurate, current and complete; and

c. not to create an Account using a false identity or false information, or to create an Account on behalf of another person.

5.5 You acknowledge and agree that you are responsible for maintaining the confidentiality and security of your Account and for not allowing others to use your Account to access the Platform and the Services. If you suspect that the confidentiality of your Account has been compromised, or that there has been any unauthorised use or other security breach, you must notify STARUNION immediately at STARUNIONSPACE@Gmail.com.

5.6 Notwithstanding the foregoing, you acknowledge and agree that any access to and/or use of the Platform or the Services, any action taken in relation to the Platform and the Services and all operations, and any information, data or communication under or traceable to your Account (including but not limited to any Service accessed or activated, and any payment or purchase made under your Account), are attributed to you, you are deemed to have taken those actions, and you are fully responsible for all such actions, even if you did not authorise them. STARUNION is entitled (but not obliged) to act on such conduct and to hold you responsible for it as if it had been carried out by you. You agree to indemnify STARUNION in full against all losses arising from the access to and/or use of the Platform and/or the Services in connection with your Account.

5.7 STARUNION is not liable for any damage or loss arising from the theft of an Account, the disclosure of an Account, or the use of an Account by any other person or entity.

5.8 STARUNION reserves the right, at any time, for any reason and without notice, to require you to provide additional Registration Data, to change your password, to suspend or terminate your Account temporarily or permanently, or to restrict your access to and use of the Platform or the Services, including but not limited to where:

a. the Registration Data you have provided is untrue, inaccurate, not current or incomplete;

b. if STARUNION has reasonable grounds to believe that you have breached or are about to breach this Agreement, including any incorporated agreement, policy or guideline, or any applicable Law, or that your Account may have been compromised;

c. activity under your Account may cause damage or loss to STARUNION or to users, or may infringe the rights of a third party;

d. if you refuse to disclose information required for continued use of the Platform or the Services;

e. in response to a request from a law enforcement agency or other Government Authority; or

f. to address or respond to technical or security issues, or to permit repair, maintenance or the introduction of new functions or services.

5.9 STARUNION is not liable for any loss you suffer as a result of the suspension or termination of your Account.

5.10 If you have been banned by STARUNION, you agree not to create an Account and/or use the Platform or the Services.

5.11 You hereby acknowledge and agree that any or all data (including but not limited to user access data, user account data and transaction data) and communications with the Platform may be monitored, captured, recorded and transmitted to the relevant authorities as required by local law and without further notice.

5.12 It is your responsibility to keep your User Equipment and your access to the Platform secure. Removing the software restrictions and limitations imposed by the official operating system on the User Equipment may render the User Equipment vulnerable to Harmful Code and/or compromise its security features, and may also affect the proper functioning of the Platform and/or the Services. We are not liable for any damage, cost or loss suffered directly or indirectly as a result of any loss, disclosure, theft and/or unauthorised use of your Account, security credentials and/or User Equipment.

6. Fees and Payment

6.1 You are required to pay fees in order to access or use the Services. In order to access and use the Services, you must pay in full the fees relating to the Services you accept and use (the “Fees”). The Fees will be displayed to you through the Platform before you accept our Services. You are responsible for all applicable taxes, and we will collect tax where required. If you elect to accept the Fees and accept our Services, those Fees are payable immediately upon your receipt of the Services. Fees may be payable on a recurring basis or calculated on the basis of usage. Where Fees are designated as recurring or usage-based, you agree that we may charge the Fees periodically to the payment method you specified at the time of your first purchase. If you do not pay the Fees in full, STARUNION may suspend or restrict your continued use of our Platform and/or Services.

6.2 STARUNION reserves the right to recover any Fees arising from an Error as described in Clause 4.2(c).

6.3 You acknowledge and agree that:

a. unless we have a specific contract with you, we may adjust or increase any Fees for access to or use of the Services at any time. Additional services or features that STARUNION may offer may carry additional fees. In that case, we will notify you in advance before charging any additional fees. Where we charge additional fees within the Services, you will have the opportunity to review and accept those additional fees before being charged. If you do not accept any additional fee, we may discontinue your use of the service or feature.

b. although STARUNION may make one or more payment methods available on the Platform, STARUNION does not operate or provide any payment service. The payment services behind each payment method are provided by the relevant service providers (the “Payment Service Providers”), and your use of those payment services may require you to enter into a separate agreement or arrangement with those Payment Service Providers, to which STARUNION is not a party. STARUNION is not liable for any obligation or liability owed by you to a bank, debit or credit card company or Payment Service Provider under any agreement or arrangement between you and a third party, and you shall release STARUNION from any such liability;

c. STARUNION does not provide you with any service of accepting funds for the purpose of executing or arranging payment transactions;

d. STARUNION does not provide any online payment gateway or related service;

e. STARUNION does not operate, and does not hold itself out as operating, any payment service regulated in Hong Kong. Accordingly, we do not owe you, and do not hold ourselves out as owing you, any such obligation or liability (whether contractual or otherwise). You acknowledge that we are not licensed, approved or registered under the payment services laws of Hong Kong, and that you may not enjoy the protections conferred by those laws and the related subsidiary legislation, regulations, notices and guidelines.

6.4 All payments shall be made in the currency indicated on the Platform for the relevant paid Services.

6.5 You are responsible for all taxes and transaction charges relating to payment.

6.6 Unless we agree in writing or as otherwise provided under the relevant policies of the Platform, once a payment obligation has arisen it cannot be cancelled, and Fees already paid are non-refundable.

6.7 You are responsible for verifying the accuracy of any Fees charged. If you dispute or disagree with any Fee charged, you must notify STARUNION in writing within seven (7) days of the date on which the Fee was charged. If you do not give us such notice within seven (7) days, you will be deemed to have accepted the accuracy of the Fee and to have waived your right to dispute it. STARUNION is not liable for any loss arising out of or in connection with any discrepancy or inaccuracy.

6.8 If you have any questions when purchasing the Services, you may contact us through the website email address or customer service.

7. Interaction Data

7.1 The Services may allow Registered Users, for the purposes for which the Platform is used, to input, provide feedback on, correct, process, store, upload, download or distribute personal data, videos, images, audio, comments, questions and other content, files, data and information (collectively, “Interaction Data”) between open-source models, third-party websites, software, applications or services.

7.2 If any Interaction Data breaches applicable laws, regulations or this Agreement, we reserve the right to delete it or to suspend the Services.

7.3 In relation to your Interaction Data, you hereby acknowledge, represent and warrant that:

a. upon our request, you will provide a written explanation of, or authorisation for, the source and lawfulness of any personal information or other data requiring authorisation contained in the Interaction Data. If you exceed the scope or duration of the authorised use, you are solely responsible for obtaining an extended or renewed authorisation;

b. your Interaction Data, and our use of it in accordance with this Agreement, will not breach any applicable Law or infringe the rights of any third party, including but not limited to Intellectual Property Rights and privacy rights;

c. your Interaction Data does not contain information or material identified by a government authority as sensitive or confidential, and does not infringe the confidentiality rights of any third party;

d. you will not, directly or indirectly, upload or make available through the Services any personal information of a child under the age of 14;

e. your Interaction Data does not contain nudity or other sexually suggestive content; hate speech, threats or direct attacks on individuals or groups; abusive, harassing, infringing, defamatory, vulgar, obscene or privacy-invading content; sexist, racist, ethnic or other discriminatory content; content encouraging self-harm or gratuitous violence; false or impersonating profiles; unlawful content or material encouraging harmful or illegal activity; malicious programs or code; personal information obtained without consent; or spam, machine-generated content, unsolicited messages or other objectionable content; and

f. all Interaction Data provided to us is lawful and does not infringe the lawful rights and interests of any third party.

7.4. Disclaimer. We are not responsible or liable for any Interaction Data. You are fully responsible for all Interaction Data input, modified, processed, stored, uploaded, downloaded, distributed or otherwise handled through this Platform or the model services. Except as otherwise required by law, agreed under the rules of a specific product, or where technical assistance is provided at your request for troubleshooting or resolving technical issues, our technical services will strictly follow your instructions in processing Interaction Data. We do not access your Interaction Data. You acknowledge and agree that we and this Platform act solely as a passive technical facilitator of, or conduit for, the Interaction Data. We are under no obligation to store Interaction Data, and will not use or disclose it without authorisation. Furthermore, we will use your Interaction Data only in compliance with the relevant laws and solely for the purpose of providing the Services to you.

8. Internet / User Equipment / Third-Party Software

8.1 You acknowledge and agree that, in order to access and use the Platform and the Services, you require access to the internet and a computing device capable of accessing the internet and meeting the specifications set out in the Documentation (the “User Equipment”). In addition, certain third-party software not integrated into the Platform and the Services (including the operating system and web browser of the User Equipment) (the “Third-Party Software”) may need to be properly installed on that User Equipment in order for you to access and use the Platform and the Services. You acknowledge that STARUNION has no control over the terms and conditions of the end-user licence agreements supplied with such Third-Party Software, and shall in no circumstances be deemed a party to any agreement or arrangement between you and any third party. You are solely responsible, at your own cost, expense and risk, for obtaining internet access and the User Equipment and for entering into and maintaining end-user licence agreements for Third-Party Software. Your use of such separately obtained Third-Party Software and/or User Equipment is subject to any applicable terms and conditions. STARUNION is not liable for any obligation or liability you may owe to any third party under any agreement or arrangement between you and that third party, and you shall release STARUNION from any such liability. STARUNION is not liable to you for any inability to access the Platform and/or the Services for reasons not attributable to STARUNION. (including your inability to access the internet, or problems with the User Equipment or Third-Party Software).

9. Third-Party Materials

9.1 STARUNION may display, include or make available third-party content on the Platform or the Services, or provide links to third-party websites or services (collectively, “Third-Party Materials”). You acknowledge and agree that any Third-Party Materials you access through the Platform or the Services are accessed entirely at your own risk.

9.2 Without prejudice to the foregoing, you acknowledge and agree that:

a. STARUNION may, but is under no obligation to, monitor and review such Third-Party Materials, and is not responsible for their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect;

b. STARUNION does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Materials;

c. Third-Party Materials and links to them are provided solely for your convenience, are used entirely at your own risk, and are subject to the terms and conditions of the relevant third party;

d. STARUNION does not warrant the continued availability of such Third-Party Materials, and may at any time in its sole discretion cease displaying, including or making available such Third-Party Materials without any liability to you; and

e. STARUNION makes no representation or warranty, and accepts no liability, in respect of any damage, liability, loss (including loss of data or profits) or other consequence arising from the use of Third-Party Materials, any transaction completed in or through Third-Party Materials, or any contract you enter into with any third party.

9.3 You shall indemnify STARUNION against any costs, losses, liabilities and damages arising from any action or claim brought against STARUNION by a third party in connection with the use of, integration with and/or interfacing with Third-Party Materials and related data.

10. Disclaimers, Limitation of Liability and Indemnity

10.1 You acknowledge and agree that, to the maximum extent permitted by applicable law, the Platform and the Services are provided by STARUNION on an “as is” and “as available” basis and with all faults. Without limiting Clause 10 in any way, and for clarity only, to the maximum extent permitted by applicable law STARUNION makes no representation, warranty or undertaking of any kind, express, implied, statutory or imposed by law, in respect of the Platform and the Services, and expressly disclaims all other warranties, representations and conditions of any kind, whether express, implied, statutory or otherwise, in relation to the Platform and the Services and/or the results that may (or may not) be achieved through use of the Platform and the Services, including but not limited to all warranties of merchantability, third-party rights, title, satisfactory quality, fitness for a particular purpose, completeness, non-infringement, accuracy, reliability, timeliness or effectiveness, compliance with law, and any warranty arising from a course of dealing, usage or trade. STARUNION also does not warrant that Errors will be corrected, that the Platform or the Services will be free of hallucinations or errors, or that the Platform or the Services are current, accurate or complete.

10.2 Without prejudice to the generality of Clause 10, STARUNION does not represent or warrant: a. that the Platform or the Services will meet your requirements; b. that use of the Platform or the Services is or will continue to be permitted by law; c. the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the Platform or the Services; d. that the Platform or the Services, or any material or information obtained through the Platform or the Services, will be provided uninterrupted, secure, or free from error or omission; e. that the Platform or the Services, or any material obtained through the Platform or the Services, is free from any Harmful Code; or f. the security of any data or information (including Interaction Data) you transmit through the Platform or the Services. In this regard, you acknowledge and agree that you understand that any material or information transmitted through the Platform or the Services may be accessed by unauthorised third parties, that you accept the risk of such an event occurring, and that you will not hold STARUNION liable for it. 10.3 In no event shall STARUNION be liable to you for: a. any loss of income, revenue, profits, sales, contracts, business opportunity, business or anticipated savings; b. any loss of goodwill or damage to reputation; c. any loss of or damage to data; or d. any incidental, indirect, punitive or special damages, pure economic loss, emotional distress or other consequential loss;

whether based on warranty, contract, tort, statute, strict liability or any other theory, and even if STARUNION has been advised of the possibility of such damage or loss, where such damage or loss arises from, is caused by or is connected with:

a. your inability to use the Platform or the Services for any reason; b. your reliance on any material or information provided through the Platform or the Services; c. the cost of procuring substitute goods or services resulting from any goods, data, information or services purchased or obtained through the Platform and the Services, or from messages received through the Platform and the Services; d. any unauthorised access to or alteration of your data or information (including Interaction Data); e. the statements or conduct of any third party on the Platform; or f. any other matter relating to the Platform and the Services.

10.4 Save for death or personal injury caused by the negligence of STARUNION, to the maximum extent permitted by law STARUNION is not liable to you for any death or personal injury (however caused and on whatever theory of liability) arising out of this Agreement or your use of the Platform and/or the Services, or resulting from or in connection with your use of or inability to use the Platform or the Services.

10.5 In no event shall the total liability of STARUNION arising out of this Agreement exceed [the amount you have paid to STARUNION for paid Services in the [1] year preceding the event giving rise to the claim].

10.6 You shall indemnify, defend and hold harmless STARUNION, our affiliates, and the directors, officers, employees and agents of us and our affiliates (collectively, the “Personnel”) from and against any and all claims, demands, actions, proceedings, damages, obligations, losses, liabilities, costs, penalties or expenses (including but not limited to legal costs incurred by us on a full indemnity basis) suffered or incurred arising out of or in connection with:

a. your use of the Platform or the Services or the results obtained from them;

b. any breach by you of this Agreement;

c. any damage or injury caused by you to the property of any of the Personnel;

d. any damage or injury caused by you to any individual and/or their property; and

e. your infringement of the rights of any third party (including any Intellectual Property Rights, property rights or privacy rights).

You further acknowledge and agree that any of the Personnel is entitled to rely on and enforce the indemnity in Clause 10.6 as if that person were a party to this Agreement.

You hereby acknowledge and agree that the disclaimers, limitations of liability and indemnities in this Clause, together with the allocation of risk in the other provisions of this Agreement, are essential conditions on which STARUNION provides the Platform and/or the Services, and that without them STARUNION would not provide the Platform and/or the Services or enter into this Agreement.

11. Intellectual Property

11.1 Ownership

a. You acknowledge and agree that STARUNION and its third-party licensors own all right, title and interest (including but not limited to Intellectual Property Rights) in and to:

i. the Platform, the Services and the Documentation;

ii. any trade mark, service mark, trade name, domain name, website name, other significant brand feature or specific description that enables third parties to identify STARUNION and its affiliates (collectively, the “STARUNION Proprietary Marks”);

iii. all Updates, derivatives and modifications developed or derived therefrom, including but not limited to any software, source code and object code, algorithms, data models, technology, web pages, text, images, pictures, audio, video, charts, layout designs and electronic documents, or customisations of the Platform and the Services;

iv. any intangible ideas, residual knowledge, concepts, know-how and techniques relating to or learned from the provision by STARUNION of the Platform or the Services, including but not limited to intangible ideas, residual knowledge, concepts, know-how and techniques relating to new features of the Platform or the Services, whether or not created for you; and

v. any operational and technical data relating to the Platform and the Services (including but not limited to user account information, Registration Data, operating records and service orders)

(collectively, the “STARUNION Intellectual Property”).

b. As between you and us, you retain ownership of the rights (including Intellectual Property Rights, if any) in the Interaction Data. You may use the results generated by large models subject to compliance with the following conditions and with laws and regulations: (i) your use of the Services and their output does not transfer or infringe any Intellectual Property Rights (including infringing the Intellectual Property Rights of STARUNION and other third parties); (ii) if we determine in our sole judgment that your use of the output breaches laws or regulations or may infringe the rights of any third party, we may restrict your use of the output at any time and require you to cease using it (and delete any copy of it); (iii) you must not represent that the output of a large language model was generated by a human; (iv) you must not breach any licence or usage restriction of a model supplier.

11.2 Save for the limited licence and rights of use expressly set out in this Agreement in respect of the STARUNION Intellectual Property, STARUNION grants you no rights in any STARUNION Intellectual Property and reserves all rights in it.

11.3 You must not, and must not permit any other person to:

a. access or use the STARUNION Intellectual Property other than in accordance with the terms of this Agreement and as otherwise permitted;

b. display, use or apply to register any STARUNION. Proprietary Mark;

c. represent to any other person that you are entitled to display, use or otherwise deal with the STARUNION Proprietary Marks;

d. modify, alter, remove, delete or destroy any STARUNION. Proprietary Mark contained or included in the Platform, the Services or the Documentation; or

e. take any action that may cause the Platform and/or the Services or any part of them to enter the public domain or become open-source software.

11.4 You further acknowledge that you, and not STARUNION, are fully responsible for all Interaction Data, inputs, outputs and all content or other material made available through the Platform and/or the Services.

12. Feedback

a. If you submit or provide to STARUNION any idea, suggestion, recommendation, improvement, enhancement or other feedback (collectively, “Feedback”), you hereby assign to it all right, title and interest in that Feedback, including all copyright, patent, trade dress and other Intellectual Property Rights.

b. STARUNION is entitled to use and disclose any idea, know-how, concept, technique or other intellectual property contained in the Feedback in any manner and for any purpose, without compensation, remuneration or attribution, provided that nothing in the foregoing constitutes or implies any obligation on STARUNION to use the Feedback.

c. In addition, by posting a review or comment on the Platform, you agree to authorise STARUNION to use the name submitted in connection with that review, comment or other content. You must not use a false email address, impersonate any person other than yourself, or otherwise mislead or misinform STARUNION or any third party as to the origin of any submission.

d. You acknowledge that STARUNION is under no obligation to publish any material you submit, and may edit or delete submitted material on the Platform at any time.

13. Term and Termination

13.1 This Agreement takes effect on the date you accept it (as described in the preamble above) and remains in full force and effect for so long as you access or use the Platform and the Services, unless terminated earlier in accordance with this Agreement (the “Term”). For the avoidance of doubt, you hereby confirm and agree that this Agreement takes effect at the earlier of (a) the date on which you first access the Platform or the Services, and (b) the date on which you accept this Agreement.

13.2 Upon termination of this Agreement:

all rights and licences granted to you shall terminate and you shall immediately stop using the Platform and the Services;

your access to the Platform and the Services may be barred;

your Account and the associated information, files and content (including your Interaction Data) may be deleted from our databases by STARUNION in its sole discretion. You acknowledge and agree that STARUNION bears no liability for deleting your Account or Interaction Data; and

where applicable, you shall promptly pay all sums owing to STARUNION as at the effective date of termination.

13.3 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect, including but not limited to Clause 1 (Definitions), Clause 3 (User Obligations and Restrictions), Clause 10 (Disclaimers, Limitation of Liability and Indemnity), Clause 11 (Intellectual Property), Clause 13 (Term and Termination), Clause 14 (Governing Law and Dispute Resolution) and Clause 15 (General Provisions).

14. Governing Law and Dispute Resolution

This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to Hong Kong and settled by arbitration in Hong Kong in accordance with the arbitration rules in force in Hong Kong at the relevant time, which rules are deemed to be incorporated by reference into this Clause. The seat of arbitration shall be Hong Kong. The arbitral tribunal shall consist of one arbitrator.

15. General Provisions

15.1 No third-party beneficiaries. A person who is not a party to this Agreement (whether or not that person is named, referred to or otherwise identified, or belongs to a class of persons referred to, mentioned or identified in this Agreement) has no right to enforce or rely on any term of this Agreement.

15.2 Partnership. Neither you nor we shall be deemed a partner or agent of the other under this Agreement, and nothing in this Agreement shall be construed as creating a partnership, joint association or trust. Each party is responsible only for its own obligations under this Agreement, and neither party is authorised to represent or bind the other.

15.3 Notices. Where STARUNION requires you to provide an email address, you are responsible for providing STARUNION with your most current email address. If the email address you last provided to STARUNION is invalid, or for any reason any notice required or permitted under this Agreement cannot be delivered to you, the despatch by STARUNION of an email containing that notice will nevertheless constitute effective notice. All notices or other communications sent to you shall be deemed received by you (a) on the date of publication or broadcast, where sent through any print or electronic medium of our choosing, (b) on the day of delivery to your last known address, or the day after posting to your last known address, where sent by post, or (c) at the time the email is sent by us, where sent by email. You may give notice to us only in writing to the address or email address designated by us. We are deemed to have received such notice only upon actual receipt. Although we endeavour to respond to customer notices as quickly as possible, we cannot guarantee a consistently prompt response. You agree to receive our communications electronically. You agree that all agreements, notices, disclosures and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. You also waive any right under the law of any jurisdiction requiring an original (non-electronic) signature or the delivery or retention of non-electronic records.

15.4 No contra proferentem. You acknowledge and agree that, before accessing or using the Platform and the Services, you have had the opportunity to seek, or have sought, independent legal advice, and have read and understood all the terms and conditions of this Agreement and their legal effect. This Agreement shall not be construed against STARUNION on the ground that STARUNION drafted the relevant provisions, and no rule of construction under which a document is to be construed against the drafting party shall apply to this Agreement.

15.5 No waiver. No delay by us in exercising any right or remedy under this Agreement constitutes a waiver of it, and no single or partial exercise of any right or remedy precludes any other or further exercise of that right or remedy.

15.6 Cumulative rights and remedies. Except as otherwise provided in this Agreement, the provisions of this Agreement and our rights and remedies under it are cumulative and are without prejudice to any right or remedy we may have at law or in equity, and no failure by us to exercise any right or remedy under this Agreement, at law or in equity shall, except to the extent expressly provided in this Agreement, at law or in equity, operate to hinder or prevent us from exercising any other right or remedy at law or in equity.

15.7 Assignment

a. This Agreement is binding on, and enures for the benefit of, us and you and our and your successors and permitted assigns. You must not assign or transfer any right, benefit or obligation under this Agreement without our prior written consent. No assignment shall release or discharge you from any obligation or liability under this Agreement, notwithstanding that the assignee may voluntarily assume those obligations and liabilities.

b. We may in our sole discretion subcontract or delegate the performance of any function relating to the Platform and the Services and the performance of our obligations under this Agreement, and reserve the right to use any service provider, subcontractor and/or agent on such terms as we think fit.

15.8 Severability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, that provision shall be modified so as to give effect to the parties' intention as far as possible, and the remainder of this Agreement shall continue in full force and effect.

15.9 Language. This Agreement is made in Chinese only, and any translation of the terms and conditions into any other language is not binding on the parties.

IMPORTANT: By accessing, registering for, subscribing to or using the API relay services provided by STARUNION SPACE INTERNATIONAL LIMITED (the “Company”, “we” or “us”), you (the “Customer” or “User”) agree to be strictly bound by this Agreement. This Agreement contains mandatory provisions on the prohibition of model distillation, the prohibition of military use, the U.S. Export Administration Regulations (EAR), trade compliance and exclusion of liability.

16. Corporate Structure and Legal Status

16.1 Service provider. STARUNION SPACE INTERNATIONAL LIMITED is a company duly incorporated and validly existing under the laws of Hong Kong. The Company operates an artificial intelligence token aggregation, relay and routing distribution infrastructure (the “Platform”). All services are provided and administered uniformly from Hong Kong and are subject to applicable laws and international commercial standards.

16.2 Upstream authorisation and role. The Company warrants that it has obtained lawful commercial distribution, resale or developer API authorisation from its upstream principal model providers (the “Upstream Providers”). The Company acts as an independent intermediary service provider, supplying protocol conversion, network optimisation, billing aggregation and relay routing infrastructure.

17. Prohibition of Model Distillation, Reverse Engineering and Benchmarking

17.1 Prohibition of distillation. The Customer must not (and must not permit or authorise any third party to) use output data, response content, embedding vectors or similar materials generated through the Platform or the underlying AI models to train, fine-tune, distil, evaluate or develop any competing artificial intelligence model, machine learning algorithm or derivative software product.

17.2 Prohibition of extraction and reverse engineering. The Customer is strictly prohibited from attempting to extract system prompts, model parameters, weights, architecture or underlying logic by means of prompt injection, adversarial probing, automated scraping or reverse engineering techniques.

17.3 Restriction on competitive benchmarking. Without the prior written permission of the Company, the Customer must not publish any benchmarking, latency comparison or competitive evaluation report concerning the API of the Platform or the upstream models.

18. Restrictions on Military, Intelligence and Prohibited Uses

18.1 Prohibition of military and defence use. The Customer warrants that the Platform and the API services will not be used, directly or indirectly, for military, defence, paramilitary, reconnaissance, intelligence gathering or combat applications, and will not be made available to any military end user or defence agency.

18.2 Weapons and critical infrastructure. The API services must not be integrated into weapons systems, autonomous attack systems, nuclear facilities, biological or chemical weapons development, critical infrastructure control, or any high-risk decision-making process that could result in personal injury, death or major environmental damage.

18.3 Cybersecurity and malicious use. The Customer agrees not to use API output to develop malware or exploit toolkits, to conduct automated cyberattacks, to generate phishing or fraudulent content, or to circumvent digital security controls.

19. Export Control and Trade Compliance (EAR / OFAC)

19.1 Jurisdiction and scope. The Customer expressly acknowledges and agrees that the services, software, API interfaces and underlying AI models relayed through the Platform may be subject to the Export Administration Regulations (EAR) administered by the Bureau of Industry and Security (BIS) of the U.S. Department of Commerce, and to the economic sanctions programmes administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury.

19.2 Strictly prohibited conduct. The Customer represents, warrants and undertakes that it will not, directly or indirectly, export, re-export, transfer, release or provide access to the Platform or the relay API interfaces to or for the following persons or fields: (a) restricted military uses or military end users; (b) uses in breach of the advanced computing controls under the applicable ECCNs (such as 3A090 and 4A090).

19.3 Customer compliance undertaking. The Customer warrants that it purchases and uses API tokens solely for lawfully authorised commercial, technical or research purposes, and that it is not controlled by, and does not act on behalf of, any sanctioned entity.

20. Intellectual Property and Ownership

20.1 Platform intellectual property. All proprietary software, routing architecture, API gateway code, console interfaces, trade marks and related documentation provided by the Company are the exclusive intellectual property of the Company.

20.2 Upstream model intellectual property. All intellectual property rights in the underlying AI foundation models, model weights, trade secrets and core algorithm output vest in the relevant Upstream Providers or their licensors.

21. Acceptable Use Policy (AUP)

21.1 Compliance standards for use. The Customer agrees not to use the Platform to generate unlawful, fraudulent or harmful content, not to circumvent safety filtering mechanisms or rate limits, and not to resell or sub-license the API interfaces to restricted entities or unauthorised third parties.

22. Service Availability and Intermediary Disclaimer

22.1 Nature of the intermediary service. The availability, throughput and rate limits of the services depend on the operational status of the Upstream Providers. The Company reserves the right to suspend or adjust any particular API interface at any time and without prior notice, whether because of changes made by an Upstream Provider, legal directions, or suspected distillation or prohibited military use.

23. Disclaimer and Limitation of Liability

23.1 Disclaimer of warranties. The services are provided on an “as is” and “as available” basis. The Company expressly disclaims all warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose.

23.2 Cap on liability. The aggregate maximum liability of the Company under this Agreement shall not exceed the total service fees actually paid by the Customer to the Company in the three (3) months preceding the event giving rise to the claim.

24. Indemnity

24.1 Customer indemnity. The Customer agrees to indemnify in full and hold harmless the Company and its affiliates against any claim or loss suffered by them arising from the breach by the Customer of this Agreement, breach of the distillation or military-use restrictions, breach of the U.S. EAR/OFAC export control regulations, or improper use of the API services.

25. Governing Law and Dispute Resolution

25.1 Governing law and Hong Kong arbitration. This Agreement is governed by the laws of Hong Kong. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in Hong Kong in accordance with its arbitration rules.

Company Information

Registered name: STARUNION SPACE INTERNATIONAL LIMITED

Registered address: HongKong Tuen Mun 1 SAN HOP LANE ONE VISTA SUPREME UNIT 96, 8/F