1.1. By accessing or using our service, software or products (such services, software and products, including any specific features included therein, collectively referred to as “Services”), whether through the “Platform” or other portals and/or platforms, you agree to be bound by these terms of use, the terms and conditions contained in this document as well as our Privacy Policy (as referred to in Clause 4.2 below), and any other rules and policies of the “Platform” or the Services applicable to users thereof (“Users”) that we may publish from time to time (“Terms”). These Terms affect your legal rights and obligations. If you do not agree to be bound by all of these Terms, do not access or use the “Platform”.

1.2. You may not access or use the “Platform” or the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with us, (b) you are not of sound body and mind or (c) you are not permitted to receive any services under the laws of the People’s Republic of China or other countries/regions including the country/region in which you are resident or from which you access and use the Services and the “Platform”.

1.3. We may amend these Terms at any time by posting the relevant amended and restated terms on the “Platform”. By continuing to access or use the services or the “Platform”, you agree that the amended and restated Terms will apply to you.

1.4. You may be required to enter into separate agreement(s), whether online or offline, with us, or otherwise subject to additional terms and/or conditions, limitations and restrictions for any Service (or features within the Services) (collectively “Specific Terms”). If there is any conflict or inconsistency between the Terms and the Specific Terms, the Specific Terms shall take precedence over the Terms only in relation to that Service (or feature within the Services). All references to the Terms hereafter shall incorporate by reference any Specific Terms applicable to the Service (or feature within the Services) to which any Specific Terms apply.

1.5. We may offer certain software for download (“Software For Download”). Subject to the Terms, you may install and use such Software For Download provided that such installation and use are permitted and authorized pursuant to the Terms. Upon expiration or termination of the Terms for any reason, you shall immediately cease any use of the Software For Download and shall promptly destroy all copies thereof in your possession and control.

2.1. You must register as a user on the “Platform” in order to access and use some Services. Further, we reserve the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to you, whether or not you have paid for such Services, or subject you to other conditions that we may impose in our discretion.

2.2. Promotion services provided by us pursuant to the Terms hereunder may include: 1) services that benefit, promote, support, whether directly or indirectly, the business of User, the User’s brand, product, store, logo, trademark, service mark, User Content (as defined in Clause 3.1 of the Terms) and/or derivative work using the User Content on software, applications tools, browser extensions and/or platforms operated and/or controlled by us or our affiliates and/or on software, applications, channels, platforms, websites and/or any other forms of media that are operated and/or controlled by third parties (“Third Party Channels”); and 2) any such other services as may be announced by us from time to time (the “Promotion Services”). We shall be entitled to, at our sole discretion, determine whether the Promotion Services or any part thereof will be available to you.

2.3. Some Services can be accessed or used by certain Users on a free trial basis as made available by us on the “Platform” from time to time. We shall, in our sole discretion, determine the Users which are eligible to a trial. Notwithstanding anything to the contrary contained herein, all Services made available to Users on a free trial basis, or, in any way, free-of-charge, shall be on an “as is, how-is” basis and we shall not be liable such Users for use of such Services. We may terminate trials at any time by giving prior written notice to Users thereof. For the avoidance of doubt, in case of any inconsistency between these Terms and the free trial terms and conditions (if any) as made available on the “Platform” from time to time, the free trial terms and conditions shall prevail.

2.4. Services may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Services or features and functions thereof will be available for all Users, or will be available to a User accessing the Services from different geographies. We may in our sole discretion limit, deny or create different levels of access to and use of any Services (or any features within the Services) with respect to different Users or for the same User accessing the Services from different geographies.

2.5. We may launch, change, upgrade, impose conditions to, suspend, or stop any Services without prior notice except that in case of a fee-based Service, we will use commercially reasonable efforts to structure such changes in a manner so as not to substantially adversely affect the ability of such paying Users to enjoy that Service.

2.6. Some Services (or part thereof) may be provided by our affiliates on behalf of us.

2.7. If you do not agree to the applicable fees, you shall stop using the relevant Services immediately. You are solely responsible for, and agree to pay, any and all applicable taxes, duties and levies.

2.8. We may from time to time allow registered Users to earn PCOIN(s) when Users complete certain actions through the “Platform”. For the avoidance of the doubt, we may from time to time reduce or increase the activities through which you can earn PCOIN(s). Please refer to our “Platform” for the latest information. You acknowledge that the PCOIN(s) credited to your account do not constitute monies held on trust by us for your benefit.

You acknowledge and agree that your use of PCOIN(s) shall be subject to the instructions or statements set out in our billing policy or on the relevant webpage as made available and updated by us on the “Platform” from time to time. You further acknowledge that, while we shall use our reasonable endeavors to reflect the PCOIN(s) that you have earned on your account within the time period indicated on the “Platform”, we shall not be liable for any delays in this regard or for any consequences of any delays which may occur.

3.1. The Service may enable you to use certain features that implement one or more generative artificial intelligence models or tools (the “Generative AI Features”). The Generative AI Features may allow you to insert or upload as input text, images, or other content (“Input”). Based on the Input, you may generate and receive as output content such as text, images (“Output”). As between you and us, your Input and Output are yours. Your Input, Output and other logos, trademarks, service marks, brands, description/information, and any other information, content or material posted or displayed by you on the “Platform” (if applicable) are all considered “User Content”.

3.2. You represent, warrant and agree that you shall be solely responsible for the User Content. You further represent, warrant and agree that:

3.2.1. you own the User Content submitted or posted by you on or through the Service or otherwise, or you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display, including any additional licenses and permissions required to use User Content for the purposes of generative AI processing, training, modification and similar;

3.2.2. any User Content that you submit, post or display shall:

be true, accurate, complete and lawful;

not be false, misleading, deceptive, or contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets, confidential information, privacy, personal information or any other personal or proprietary rights of any third party (“Third Party Rights”);

not violate or contain any link directly or indirectly to any other websites which may violate the Terms, any applicable Specific Terms, any applicable laws and regulations or promote any activities which may violate any applicable laws and regulations;

3.2.3. you shall pay for all royalties, fees, and any other monies owed by reason of User Content you post on or through the Service.

3.3. You confirm and warrant that you will not misrepresent the Output for any purpose, including misleading anyone that the Output is human-generated, providing any false, misleading or unauthorized content (such as content of a medically or legally sensitive nature) through or in the Output, or circumventing or violating any rules or restrictions imposed by any third party on the use of AI-generated content. You further confirm and warrant that you will not use the Output for any illegal or otherwise prohibited conduct (including in furtherance of fraud, misrepresentation or harassment), including creating Output that is offensive or vulgar, intended to or foreseeably could infringe on someone else’s intellectual property rights, or is hateful, harassing or violent.

3.4. We make no representations or warranties with respect to the Outputs of any kind or in any way, shape or form. You shall not rely on the Output for any purpose. The responsibility for any consequences arising from the use of the Output lies solely with you and we are not responsible or liable for any costs or other consequences arising therefrom.

3.5. In order to allow us to operate, provide you with, and improve the Service and our technologies (and to develop new ones), we must obtain from you certain rights related to User Content that is covered by intellectual property rights. You hereby grant us an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to us and/or our affiliates and their respective representative(s) to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, edit, translate, create derivative works using the User Content, remove any part of it (including, without limitation, the watermark or mark the User Content bears), and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner, on the “Platform”, software, applications, tools, browser extensions and/or platforms operated and/or controlled by us or our affiliates (“Neuralnetics Channels”) and/or on software, applications, channels, platforms, websites and/or any other forms of media that are operated and/or controlled by other third parties (“Third Party Channels”), for the purposes of operating, developing, and improving the Service or new technologies or services and for any purpose which may be beneficial, whether directly or indirectly, to us, the operation of the “Platform”, or the provision of any Services and/or the business of the User.

3.6. To the maximum extent permitted by law, you agree to waive your right to enforce your intellectual property rights in the User Content against us and/or our affiliates, assignees or sub-licensees in connection with use of such User Content in connection with the Services. Information that is protected under data protection laws will only be used and kept in compliance with those laws.

3.7. To report copyright and other IP (intellectual property) violations, please contact us at [email protected]

4.1. As a condition of your access to and use of the “Platform” or Services, you agree that:

4.1.1. you will comply with all applicable laws and regulations when accessing or using the “Platform” or Services.

4.1.2. you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the “Platform” (the “Platform Content”), and you will not copy, reproduce, download, compile or otherwise use any Platform Content for the purposes of operating a business that competes with us, or otherwise commercially exploiting the Platform Content. Systematic retrieval of Platform Content from the “Platform” to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from us is prohibited. Use of any content or materials on the “Platform” for any purpose not expressly permitted in the Terms is prohibited.

4.2. You confirm that you have read and understood our Privacy Policy, which governs the protection and use of personal information about users in the possession of us and our affiliates, and understood how we collect and use your personal data and how we share or disclose such personal data to various recipients.

4.3. You agree not to undertake any action to undermine the integrity of the computer systems or networks of us and/or any other User nor to gain unauthorized access to such computer systems or networks.

4.4. You agree not to undertake any action which may undermine the integrity of our feedback system, such as leaving positive feedback for yourself using secondary account/user IDs or through third parties or by leaving unsubstantiated negative feedback for another User.

4.5. In consideration for your acceptance of the Terms and/or Specific Terms (if applicable) and your payment of applicable fees (if required), we grant you a personal, limited, revocable, non-exclusive, non-sublicensable, non-assignable and non-transferable license to access and use the Software solely for your own personal purposes (the “Permitted Use”). We have sole discretion to terminate your Permitted Use and you will have no further rights in or to the User Content for any reason, including if:

4.5.1. You breach, or we have reasonable grounds to believe that you are in breach of, any of the provisions of these Terms, or any applicable laws or regulations;

4.5.2. You commence any legal actions, except pursuant to Clause 14, against us, or you commence any legal actions against our affiliates, or directors, officers, employees, agents or representatives of us and our affiliates, or anyone acting on our behalf;

4.5.3. You disparage any of us, our affiliates, or directors, officers, employees, agents or representatives of us and our affiliates, or anyone acting on our behalf; or

4.5.4. You become or are likely to become, insolvent or bankrupt, or you become or are likely to become the subject of any receivership, bankruptcy, liquidation or any insolvency procedure in any jurisdiction.

5.1. You must be registered on the “Platform” to access or use some Services. We may reject a User’s application for registration for any reason.

5.2. Upon registration on the “Platform”, we shall assign an account and issue an account/user ID to you.

5.3. A set of account/user ID and password is unique to a single account. You shall be solely responsible for maintaining the confidentiality and security of your account/user ID and password and for all use of and activities that occur under your account (whether such use or activities are authorized or not). You agree to notify us immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.

5.4. You agree that all use of the “Platform” and Services, and all activities that occur under your account (including without limitation, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any Services, sending emails or sending SMS) will be deemed to have been authorized by you.

5.5. You acknowledge, understand and agree that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, “multiple use”), may cause irreparable harm to us or other users of the “Platform”. You shall indemnify us, our affiliates, directors, officers, employees, agents and representatives of us and our affiliates, and anyone acting on our behalf, against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. You also agree that in case of the multiple use of your account or your failure to maintain the security of your account, we shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate your account without liability to you.

6.1. You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or any other inappropriate (for wide audience) content via the Services or the “Platform”.

6.2. You are responsible for any activity that occurs through your account and you agree that you may not sell, transfer, license or assign your account. You also represent that all information you provide or provided to us upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its accuracy.

6.3. You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information of yourself or others.

6.4. You are solely responsible for, and we have no responsibility to you or any third party for, your conduct and any User Content that you submit, post or display on or via the Services or the “Platform”.

6.5. You must not interfere or disrupt the Services or the “Platform” in any form, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature.

6.6. Violation of these Terms may, in our sole discretion, result in termination of your PSAide account. You understand and agree that we cannot and will not be responsible for the User Content posted on the Services or the “Platform” and you use the Services or the “Platform” at your own risk. If you violate the letter or spirit of these Terms, or otherwise create risk or possible legal exposure for us, we may stop providing all or part of the Service to you.

6.7. You represent, warrant and agree that (a) you have full power and authority to accept the Terms, to grant the license and authorization (where needed) and to perform the obligations hereunder; (b) your access to and use of the “Platform” and Services will be for permitted purposes only; and (c) for Users who are business entities, the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.

6.8. You may be required to provide information or material about your entity, business or products/services to us as part of your access to and use of any Service or the User account on the “Platform”. You represent, warrant and agree that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the “Platform” or Services is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

6.9. Upon becoming a user, you consent to the inclusion of the contact information about you in our database and authorize us and our affiliates to share the contact information with other users or otherwise use your personal information in accordance with the Privacy Policy.

6.10. You further represent, warrant and agree that you shall/are:

6.10.1. carry on your activities on the “Platform” in compliance with any applicable laws and regulations;

6.10.2. carry on your activities in accordance with the Terms and any applicable Specific Terms;

6.10.3. not use the Services or “Platform” to defraud any person or entity (including without limitation use of stolen credit/debit cards);

6.10.4. not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;

6.10.5. not engage in spamming or phishing;

6.10.6. not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities;

6.10.7. not involve attempts to copy, reproduce, exploit or expropriate our various proprietary directories, databases and listings on the “Platform”;

6.10.8. not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information related to the “Platform”;

6.10.9. not involve any scheme to undermine the integrity of the data, systems or networks used by us and/or any user of the “Platform” or gain unauthorized access to such data, systems or networks;

6.10.10. not, and your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and

6.10.11. not engage in any activities that would otherwise create any liability for us or our affiliates.

6.11. You may not use the “Platform”, Services or user account to engage in activities which are identical or similar to our business.

6.12. You agree to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for our provision of the Services, evaluating whether you have breached the Terms. If your failure to do so results in delay in, or suspension or termination of, the provision of any Services, we shall not be obliged to extend the relevant service period nor be liable for any loss or damages arising out of or in connection with such delay, suspension or termination.

6.13. You acknowledge, understand and agree that we reserve the right to, but shall not be required to actively monitor or exercise any editorial control whatsoever over the content of any message or material or information (including User Content) created, obtained or accessible through the Services or “Platform”. We do not endorse, verify or otherwise certify the contents of any comments or other material or information (including User Content) created, submitted, posted, displayed or otherwise made by any User. You are solely responsible for the contents of your communications and may be held legally liable or accountable for the content of your comments or other material or information.

6.14. You acknowledge, understand and agree that you are solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all access and use of the “Platform” and Services are in compliance with the same.

6.15. You represent, warrant and agree that:

6.15.1. you and your affiliates (if applicable) shall comply with applicable laws and regulations in conducting your respective business (including without limitation applicable laws and regulations with respect to product safety, intellectual property rights, data privacy, consumer protection, product or regulatory certification, import and export control, unfair competition, price gouging, false advertising, labor, environment, health and safety, anti-bribery and anti-money laundering).

6.15.2. you and your affiliates (if applicable) are not the subject of any trade restrictions, sanctions or other legal restrictions enacted or proposed to be enacted by any country, international organization or jurisdiction (“Relevant Subjects”);

6.15.3. neither you, or any of your parent companies or affiliates (if applicable), directly or indirectly, deals with, or provides any funds, goods or services to Relevant Subjects;

6.15.4. you will at all times comply with all applicable export control and sanctions laws and regulations with regard to products, services, software and technologies in using the Services or the “Platform”, including sanctions resolutions, laws and regulations enacted and enforced by the UN Security Council, the People’s Republic of China, the United States of America, and any other country; and

6.15.5. if, at any time, you fail to meet any of the above requirements, you must stop using the Services or the “Platform” immediately. If we reasonably believe that any of your conduct violates or threatens to violate any of these Terms, we may, at our sole discretion, at any time take action as we may deem appropriate in light of the circumstances, including, but not limited to, terminating the provision of Services to you, and terminating your account and the Terms and/or Specific Terms, while reserving all rights we may have regarding any non-compliant actions or

7.1. We reserve the right in our sole discretion to remove, modify or reject any User Content (in whole or in part) that you submit to, post or display on the “Platform” which we reasonably believe (i) violates any applicable laws and regulations, (ii) violates the Terms hereunder, (iii) could subject us or our affiliates to liability, (iv) infringes any Third Party Rights, (v) could harm the interests of our users, third party or us or our affiliates, or (vi) is otherwise found inappropriate in our sole discretion.

7.2. If you breach any Terms, or if we have reasonable grounds to believe that you are in breach of any Terms, we shall have the right to take such actions as we deem appropriate, including without limitation: (i) suspending or terminating your account and any and all accounts determined to be related to such account by us in our sole discretion without liability for any losses or damages arising out of or in connection with such suspension or termination; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Services and/or the “Platform”; (iii) removing any User Content that you have submitted, posted or displayed, or imposing restrictions on the User Content that you may post or display; (iv) imposing other restrictions on your use of any features or functions of any Services and/or the “Platform” as we may consider appropriate in our sole discretion; and (v) any other corrective actions, discipline or penalties as we may deem necessary or appropriate in our sole discretion.

7.3. Without limiting the generality of the provisions of the Terms, you would be considered as being in breach of the Terms in any of the following circumstances:

7.3.1. We have reasonable grounds to suspect that you have used a stolen credit card or other false or misleading information in any transactions on the “Platform”;

7.3.2. We have reasonable grounds to suspect that any information provided by you is not current or complete or is untrue, inaccurate, or misleading;

7.3.3. We believe that your actions may cause financial loss or legal liability to us or our affiliates or any other users of the “Platform”; or

7.3.4. We believe that you do not, or did not, have all required rights and licenses to provide certain User Content you supplied to the Services or the “Platform”.

7.4. We reserve the right to cooperate fully with governmental or regulatory authorities, law enforcement bodies, private investigators and/or aggrieved third parties in the investigation of any suspected criminal or civil wrongdoing related to the “Platform” or Services. Further, to the extent permitted by applicable laws and policies, we may disclose your identity, contact information and/or information regarding your account(s), transactions or activities carried out on or via the “Platform”, if requested by a government, regulatory or law enforcement body or an aggrieved third party, or as a result of a subpoena or other legal action. We shall not be liable for damages or results arising from such disclosure, and you agree not to bring any action or claim against us for such disclosure.

7.5. You agree to indemnify us, our affiliates, directors, officers, employees, agents and representatives of us and our affiliates, and anyone acting on our behalf and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your access to or use of the “Platform” or Services, or from your breach of the Terms or any Additional Agreements.

7.6. You further agree that we are not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted through the “Platform” or Services, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such User Content or other material rests entirely with the User. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses.

7.7. You agree to provide all information and materials as may be reasonably required by us in connection with your transactions conducted on, through or as a result of use of the “Platform” or Services. We have the right to suspend or terminate any User’s account if the User fails to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination.

8.1. We shall not be liable for or required to pay compensation of any nature whatsoever for any loss arising from the unavailability, inconvenience or failures of the Services or the “Platform” due to the following reasons:

8.1.1. system shut-down for maintenance;

8.1.2. inability to transmit data due to failures in communications terminals or telecommunications equipment;

8.1.3. systems failure and inability to perform its functions due to force majeure events including but not limited to typhoons, earthquakes, tsunamis, floods, power failure, fires, storms, war, political unrest, labour strikes, shortage of labor or materials, riots, insurrections, civil disturbances, terrorist attack, explosions, acts of God, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties; or

8.1.4. suspension or delay of services or systems failure due to reasons beyond the reasonable control of us such as hacker or cyber attacks, technical adjustments or failure of the telecommunications department, website upgrades, third party problems or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

9.1. We do not claim ownership of any User Content that you upload to the Service or the “Platform”. Instead, you hereby grant to us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use the User Content that you upload to the Service or the “Platform”.

9.2. We are the sole owner or lawful licensee of all the rights and interests in the Services, the “Platform” and the Platform Content. The Services, “Platform” and Platform Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Services, “Platform” and Platform Content shall remain with us, our affiliates or licensors, as the case may be. All rights not otherwise claimed under the Terms or by us are hereby reserved.

9.3. You must not infringe our copyright, trademark and other proprietary rights. The intellectual property rights to the “Platform”’s marks, words and graphics such as “PSAide” and combinations thereof, as well as to logos, names, marks and technical documentation of the Services are owned by us and our affiliates. Unauthorized reproduction, modification, use or distribution of such marks, text, graphics and related materials is strictly prohibited.

9.4. We may have independent third parties involved in the provision of the “Platform” or Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.

9.5. To the largest extent permissible under applicable law, all rights, title and interest to all derivative work created by us and/or our affiliates using User Content pursuant to the Terms shall belong to us, which may be freely assignable, licensable or grantable by us to any third party or its affiliates.

9.6. You represent and warrant that: (i) you own the User Content posted by you on or through the Service or the “Platform” or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of your User Content on or through the Service or the “Platform” does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content you post on or through the Service or the “Platform”; and (iv) you have the legal right and capacity to enter into these Terms in your jurisdiction.

9.7. If you infringe, or if we have reasonable grounds to believe that you have infringed any third party’s intellectual property rights in relation to the “Platform” or Services, we shall have the right to take such disciplinary actions as we deem appropriate, including without limitation disabling your use of account.

9.8. To report copyright and other IP (intellectual property) violations, please contact us at “[email protected]”.

10.1. To the maximum extent permitted by law, the services, the contents of the “Platform” provided by us on or through the “Platform” are provided “As Is”, “As Available” and “With All Faults”, and we hereby expressly disclaim any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, availability, accuracy, correctness, reliability, merchantability, non-infringement or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.

10.2. To the maximum extent permitted by law, we make no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or currentness of any information provided on or through the “Platform”; we do not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of the products or services offered or displayed on the “Platform” does not violate or infringe any third party rights; and we make no representations or warranties of any kind concerning any product or service offered or displayed on the “Platform”.

10.3. Any material downloaded or otherwise obtained through the “Platform” or Services is done at your sole discretion and risk and you are solely responsible for any damage to its own or to our computer system(s) or any loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from us or through or from the “Platform” shall create any warranty not expressly stated herein.

10.4. The “Platform” may make available to you services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall we or our affiliates be held liable for any such services or products.

10.5. You hereby agree to indemnify and hold us, our affiliates, directors, officers, employees, agents or representatives of us and our affiliates, and anyone acting on our behalf harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from, directly or indirectly:

10.5.1. your access to, or use or misuse of the “Platform” or Services;

10.5.2. the submission, posting or display of your information and User Content on the “Platform” or Services;

10.5.3. your breach of any of the representations and warranties hereunder and the terms and conditions of the Terms, and any applicable laws and regulations.

10.6. You hereby further agree to indemnify and hold us, our affiliates, directors, officers, employees, agents or representatives of us and our affiliates, and anyone acting on our behalf harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to the User Content, information and/or products offered or displayed on the “Platform”. You hereby further agree that we are not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with you. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses.

10.7. We shall not be liable for any special, direct, indirect, punitive, incidental or consequential losses or damages, or any losses or damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other losses or damages resulting from any of the following:

10.7.1. the use or the inability to use the “Platform” or Services;

10.7.2. your error such as forgotten or lost passwords for the “Platform”;

10.7.3. the failure, upgrade, delay, error, shut-down or maintenance of our server related to the “Platform”;

10.7.4. any defect in data, information or services purchased or obtained from a user or any other third party through the “Platform” or Services;

10.7.5. violation of Third Party Rights or claims or demands that User’s importation, exportation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the “Platform” or through the Services may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;

10.7.6. unauthorized access or activities by third parties, including but not limited to unauthorized access to, the “Platform”, or to the data or private information of any user, the use of viruses, Trojans, or other malicious or destructive devices or codes, phishing or other means of attack against any network, accounts, the “Platform”, or the Services;

10.7.7. statements or conduct of any user of the “Platform” or Services;

10.7.8. non-performance, defective performance by, availability or unavailability of, any third party service providers, sites and platforms related to the “Platform”;

10.7.9. any matters relating to the “Platform” or Services, however arising, including negligence;

10.7.10. other exemptions and disclaimers referred to in these Terms.

10.8. Notwithstanding any of the foregoing provisions, the aggregate liability of us, our affiliates, directors, officers, employees, agents or representatives of us and our affiliates, and anyone acting on our behalf with respect to each User for all claims arising from the access to or use of the “Platform” or Services during any calendar year shall be limited to the greater of (a) the amount of fees you have paid to us in exchange for the access to or use of the “Platform” or Services during the calendar year and (b) the maximum amount permitted under the applicable law and by you to access or use our Services.

10.9. The preceding sentence shall not preclude the requirement by you to prove actual damages.

10.10. The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.

11.1. You acknowledge and agree that your purchase of any of the Services shall be subject to the billing model(s) set out in our billing policy as made available and updated by us on the “Platform” from time to time.

11.2. We support payment by UnionPay, VISA, Mastercard and JCB (as shown in the payment method screenshot). For the avoidance of doubt, we may add more payment methods without further notice to you.

11.3. If, for reasons attributed to you or your registered payment method on the “Platform”, we cannot bill you or otherwise process your payment, we will immediately suspend or terminate the Services without any liability to you.

11.4. You agree and acknowledge that the payments made by you for the Services shall be processed and settled to us by the relevant payment service providers engaged by us as notified to you from time to time. For the purposes of receiving such payment processing and settlement services, you shall be bound by the terms and conditions of the relevant payment service provider which will be made available to you via the “Platform” and/or hereunder.

12.1. “Taxes” means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, including but not limited to sales, use, license, excise, good and services, value added, stamp or transfer taxes, duties, imposts, levies, assessments, tariffs, fees, charges or withholdings of any nature whatsoever levied, imposed, assessed or collected by a taxation authority together with all interest, penalties, fines or other additional amounts imposed in respect thereof, but for greater certainty excludes any of the foregoing which are (i) based on gross or net income, (ii) franchise taxes, or (iii) property, personal property or rental taxes (collectively “Excluded Taxes”). Each party shall be responsible for any and all Excluded Taxes that it is liable for under applicable law.

12.2. You shall be responsible for and shall pay all Taxes due under the Terms and on all amounts payable hereunder. Unless otherwise indicated, all amounts payable by you to us are exclusive of Taxes that may be levied by any jurisdiction. Taxes will be added to the amounts payable by you to us as applicable and as required by law such that the net amount actually received by us equals the full amount of the payment due hereunder. For greater certainty, Taxes will not be added to the amounts payable by you to us where you have provided us with evidence to our satisfaction of a lawful and applicable exemption for such Taxes.

12.3. Notwithstanding anything else contained herein, all amounts payable by you pursuant to the Terms shall be free of withholding on account of any Taxes. If any Taxes are required to be withheld from any such amount payable by you under the Terms, you (i) shall pay an additional amount such that the net amount actually received by us, after such withholding, equals the full amount of the payment then due, (ii) shall timely pay to the relevant taxation authority the full amount required to be withheld in accordance with applicable law, and (iii) shall furnish us as soon as practicable (but in no event later than thirty (30) calendar days post payment to the relevant taxation authority) an official receipt evidencing payment of the withheld amount to the relevant taxation authority.

13.1. All legal notices or demands to us shall be made in writing and sent to us personally, by courier or certified mail to the following entity and address: PSAide Team. For the specific address, please contact our team via email: [email protected]. The notices shall be effective when they are received by us in the above-mentioned manner.

13.2. All legal notices or demands to a user shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the user to us for the “Platform”, or by posting such notice or demand on an area of the “Platform” that is publicly accessible without a charge. Notice to a user shall be deemed to be received by such user if and when:

13.2.1. we are able to demonstrate that communication, whether in physical or electronic form, has been sent to such user, or

13.2.2. immediately upon us posting such notice on an area of the “Platform” that is publicly accessible without charge.

13.3. You agree that all agreements, notices, demands, disclosures and other communications that we send to you electronically will satisfy any legal requirement that such communication should be in writing.

14.1. These Terms (including the arbitration agreement contained in this Clause 14) and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the People’s Republic of China.

14.2. Any dispute, controversy or claim between you and us, or those arising out of or relating to these Terms, or the interpretation, breach, termination or validity hereof, or any dispute regarding non-contractual obligations arising out of or relating to these Terms shall first be subject to resolution through amicable consultation between you and us. Such consultation shall begin within seven (7) days after one party hereto has delivered to the other party a written request for such consultation. Except as otherwise stipulated under applicable law, if, within thirty (30) days following the commencement of such consultation, the dispute cannot be resolved, at any time following such thirty (30) day period upon the request of any party with notice to the other party, the dispute shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted.

14.3. If any dispute is submitted to the HKIAC for arbitration, the arbitration panel shall consist of one single arbitrator. The arbitration shall be conducted in English in Hong Kong. The award of the HKIAC Arbitration Tribunal shall be final and binding upon all relevant parties, and the arbitration expenses shall be borne by the losing party unless otherwise determined in the award. Any party to the dispute may apply to a court of competent jurisdiction for enforcement of such award.

14.4. If you initiate any legal proceedings against us or our affiliates in breach of this Clause 14, including any legal proceedings disputing our determination which has become binding on you according to this Clause 14, you shall hold us and our affiliates, directors, officers, employees, agents or representatives of us and our affiliates, and anyone acting on our behalf, harmless and indemnified against any claim, losses, damages that may be suffered by us.

14.5. Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.

14.6. In any event, you may not make or commence any claim against us or our affiliates under these Terms after one (1) year from the occurrence of the matter giving rise to the claim. For the avoidance of doubt, this one (1) year limitation period includes the time period for amicable consultation as referred to in Clause 14.2.

15.1. Subject to any additional agreements, these Terms constitute the entire agreement between you and us with respect to and govern your use of the “Platform” and services, superseding any prior written or oral agreements in relation to the same subject matter herein.

15.2. We and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.

15.3. If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

15.4. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such clause. The words “include”, “includes”, “including” and similar Terms used in the Terms shall be construed as if followed by the words “without limitation”.

15.5. Our failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of our right to act with respect to subsequent or similar breaches.

15.6. We shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any of our affiliates)). You may not assign, in whole or part, the Terms to any person or entity.

15.7. Other than our affiliates, no person who is not a party to the Terms shall have any right to enforce any of the provisions in the Terms.

15.8. If you have any comments or questions on the services we provide to you via the “Platform”, you may contact us by email: “[email protected]”.