HaiToken Terms of Service

Last Updated: 2026-07-26 Effective Date: 2026-07-26 Contracting Entity: LDCY TECH HK LIMITED / 香港靈動創意科技資訊有限公司 Version Status: Published Version

Reading Guide

Please pay particular attention to the bold headings, the numbered clauses, and the body text. This Agreement governs your access to and use of the HaiToken Services. Section 3 explains what HaiToken is and is not (a technical intermediary and routing agent, not a model owner or operator). Sections 5, 6 and 7 describe your responsibilities for third-party models, acceptable use, and the content you and your end users generate. Sections 15, 16 and 17 contain important disclaimers, limitations of liability, and indemnities. If the English and Chinese texts differ, the English text prevails.

Language

This Agreement is prepared in English and Chinese. Both texts are intended to have legal effect. If there is any inconsistency, ambiguity or conflict between the English text and the Chinese text, the English text prevails, unless the parties have expressly agreed otherwise in a signed written agreement.

1. Acceptance of Terms

These Terms of Service (this "Agreement") govern access to and use of the HaiToken website, console, API, software interfaces, documentation, routing services, usage monitoring, account management tools and related services (collectively, the "Services"). The Services are provided by LDCY TECH HK LIMITED / 香港靈動創意科技資訊有限公司, a company incorporated in Hong Kong ("HaiToken", "we", "us").

By creating an account, clicking to accept, signing an order, using an API Key, accessing the console or otherwise using the Services, you agree to this Agreement. If you use the Services on behalf of a company or other organization, you represent that you have authority to bind that organization to this Agreement, and "Customer" or "you" refers to that organization.

The Services are offered to Customers located outside mainland China who meet the eligibility requirements in Section 4, including eligible individual Customers, enterprise Customers, developers and organizations. The Services are not offered to, and must not be used by or for the benefit of, any individual or entity that is located in, established in, ordinarily resident in, or accessing the Services from mainland China. The Services are not directed to Children. If you are located in mainland China, are a Child (as defined in Section 2), or do not otherwise qualify to use the Services, do not create an account or use the Services.

If you do not agree to this Agreement, do not access or use the Services.

2. Definitions

"Administrator" means a person authorized by the Customer to manage the organization account, invite or remove Authorized Users, configure permissions, manage API Keys, view usage and billing information, and configure Service settings.

"Authorized User" means an employee, contractor, agent or other individual authorized by the Customer to access or use the Services under the Customer's account.

"Account Balance" means the internal Service ledger balance denominated, for display and accounting reference, in a supported fiat currency, which may be used only to calculate, deduct and settle fees for eligible Service usage. The Account Balance is not cash, electronic money, a stored-value instrument, a deposit, a loan, a security, a negotiable instrument, a trust asset, a payment service, or property outside the Services.

"Usage Credits" or "Credits" means internal units, allowances or quotas that may be used to meter or consume certain Services, including certain video-generation models or other Services that require unit-based consumption. Usage Credits are not cash, electronic money, stored value, a deposit, a security, a negotiable instrument, or property outside the Services, and have no independent monetary, redemption or exchange value.

"Child" means any individual under eighteen (18) years of age, or any older individual who is treated as a minor under the laws applicable to that individual.

"Customer Content" means the inputs, outputs, files, data, prompts, completions, instructions, configurations and other content submitted to, processed by, or generated through the Services by or on behalf of the Customer.

"Customer API Data" means the inputs, prompts, files, conversation records, completions, outputs, and training or fine-tuning materials submitted to, processed by, or returned through the API by or on behalf of the Customer, together with the associated request logs. Customer API Data is a subset of Customer Content.

"Customer Privacy Data" means Customer API Data, together with any personal data in Account Data that identifies or relates to an identifiable individual, as described in the Privacy Policy.

"DPA" means HaiToken's Data Processing Agreement, where it applies to the Customer's use of the Services.

"Input" means any prompt, instruction, file, text, image, audio, code, data or other material submitted to the Services.

"Output" means any text, image, audio, code, data, reply or other material generated by a model or returned through the Services.

"Provider" or "upstream provider" means the provider, operator or supplier of a third-party AI model, API, infrastructure, data service or other third-party service made available through or used in connection with the Services.

"Provider Terms" or "upstream terms" means the terms, policies, documentation, usage rules, data policies, acceptable-use policies, model cards, safety policies, pricing rules or other conditions imposed by a Provider.

"Service Metadata" means the technical, usage, routing, billing, security and audit records generated by use of the Services, including timestamps, account and API Key identifiers, model and Provider identifiers, token and request counts, latency, region, routing, status and error codes, and fees.

"Usage Fees" means fees calculated based on actual usage of the Services, including model usage, tokens, requests, routing, storage, logs, seats, throughput, region, enterprise features, or other usage metrics set out in the console, an order, or the pricing page.

3. The Service and Technical-Intermediary Role

HaiToken provides a unified API gateway and intelligent routing layer that helps Customers access supported third-party AI models and related infrastructure. The Services may include OpenAI-compatible API access, model routing, usage monitoring, API Key management, enterprise administration, logging controls, security controls and related features.

HaiToken is a technical intermediary and routing agent. HaiToken does not own, operate, train, control or warrant the underlying third-party AI models. Other than transmitting Inputs to the selected Provider and returning the responses through the Services, HaiToken does not itself create model Output.

HaiToken's role is to transmit and route requests, not to originate, review, endorse or verify the substance of any model Output. Any models, model names, routing, benchmarks, prices, capability descriptions, rankings, recommendations, labels or availability shown in the Services are provided for operational convenience only and do not indicate that HaiToken owns, operates, endorses, warrants or assumes responsibility for that model, that Provider, any Output, or any content generated, submitted, published or distributed by the Customer or its end users.

The supported models, Providers, endpoints, regions, features and prices may change from time to time. For operational, security, legal, commercial or Provider-related reasons, HaiToken may add, remove, suspend, replace, restrict or modify any model, Provider, feature or routing path.

4. Eligibility, Accounts, Organizations and Authorized Users

The Services are offered to: (a) individual Customers located outside mainland China who are at least eighteen (18) years of age and have the legal capacity to enter into this Agreement; and (b) enterprise Customers, developers, companies, partnerships, institutions and other organizations that are located, established and operating outside mainland China, acting through authorized representatives and Authorized Users. HaiToken does not offer the Services to Children and will not knowingly permit a Child to register as an account holder or Authorized User.

The Services are not offered to, and must not be accessed, used, or used for the benefit of, any individual or entity that is located in, established in, ordinarily resident in, or accessing the Services from mainland China. HaiToken may adopt technical, contractual, verification or other measures to restrict access from mainland China, and may refuse registration or terminate accounts on that basis.

If the Customer is an organization, the Customer represents that it is duly formed, validly existing, and has full power and authority to enter into this Agreement. Unless HaiToken has expressly agreed otherwise in a signed enterprise agreement and the Customer has implemented all legally required safeguards, each Administrator and Authorized User must be at least eighteen (18) years of age.

The Customer must not use, or permit others to use, the Services in or for any jurisdiction, person or purpose that would result in a violation of applicable law, sanctions, export controls, upstream terms or HaiToken's published eligibility restrictions. Where eligibility cannot be verified, or use may create legal, regulatory, security, Provider or operational risk, HaiToken may refuse registration, suspend access, require additional verification, or terminate the account.

The Services are not directed to Children. If the Customer's own application, dataset, workflow or end-user service may involve minors or Children, the Customer is solely responsible for all necessary notices, consents, age gating, parental or guardian authorization, human review, safeguards and compliance obligations. HaiToken's handling of personal data relating to minors or Children is described in the Privacy Policy.

The Customer must provide accurate, complete and current account information and keep it up to date. The Customer is responsible for maintaining the confidentiality and security of all credentials, API Keys, tokens, passwords and authentication methods associated with its account.

The Customer is responsible for all activity under its account, including all acts and omissions of Administrators, Authorized Users, applications, agents, contractors, and systems that use the Customer's credentials or API Keys, whether or not such use is authorized by the Customer, except to the extent caused by HaiToken's breach of this Agreement.

Administrators may hold broad permissions, including to configure user access, permissions, API Keys, routing settings, logging settings, budgets, usage limits and billing settings. The Customer is responsible for selecting Administrators and reviewing their permissions.

If the Customer discovers or suspects unauthorized access, compromised credentials, a security incident or misuse of the Services, it must notify HaiToken promptly.

5. Third-Party Models and Upstream Terms

The Services route Customer Inputs to Providers selected by the Customer, selected through the Customer's configuration, or selected by HaiToken's routing logic based on settings the Customer has enabled. Each Provider may impose upstream terms. The Customer is responsible for reviewing and complying with all applicable upstream terms before using a model or permitting its users or applications to use a model.

Upstream terms may govern model availability, permitted uses, prohibited uses, safety restrictions, rate limits, pricing, retention, logging, training, output rights, geographic restrictions, data processing, support and other matters. With respect to access to or use of a particular model, the applicable upstream terms apply to the Customer's use of that model.

If this Agreement conflicts with upstream terms solely on matters of access to, use rules for, data processing for, or output rights in a particular model, then, as between the Customer and the relevant Provider, the upstream terms prevail for that particular-model matter, unless HaiToken expressly states otherwise in writing. This paragraph does not expand HaiToken's obligations or liability, does not weaken the disclaimers or limitations of liability in this Agreement, and does not apply to any matter other than the particular-model matter concerned.

HaiToken is not responsible for any act or omission of any Provider, model performance, downtime, throttling, denial of service, hallucination, harmful content, inaccurate Output, data processing, retention, training practices, security measures, policy changes, price changes, suspension, termination or unavailability.

The Customer is responsible for selecting appropriate Providers based on its use case, industry, jurisdiction, data sensitivity, regulatory obligations, confidentiality requirements and risk tolerance.

6. Acceptable Use Policy

The Customer must not, and must not permit any person to, use the Services or Output to:

violate any applicable law, regulation, court order, sanctions, export controls, upstream terms or third-party rights;
infringe, misappropriate or violate intellectual property rights, privacy rights, publicity rights, confidentiality obligations, contractual rights or other rights;
create, transmit or facilitate malware, phishing, spam, credential theft, unauthorized monitoring, denial-of-service attacks, exploits or other harmful code or activity;
bypass, disable, overload, probe, scrape, crawl, reverse engineer, benchmark for replication purposes, circumvent rate limits, circumvent security controls, circumvent Provider restrictions, or interfere with the Services or any Provider systems;
without HaiToken's prior written consent and all necessary Provider permissions, use the Services or Output to train, fine-tune, distill, extract, replicate, reconstruct, benchmark for replication purposes, or improve any model, model weights, dataset, AI system, routing system or competing service;
engage in model extraction, prompt harvesting, output scraping, automated high-frequency data collection or similar activity to reconstruct, approximate or derive a model or dataset;
represent AI-generated content as human-generated content in a manner that is unlawful, fraudulent or materially misleading;
generate or facilitate unlawful, deceptive, harmful, abusive, violent, exploitative, discriminatory, sexually exploitative, self-harm-related, regulated-profession or high-risk content in violation of applicable law or upstream terms;
use the Services for regulated decisions or high-risk purposes unless the Customer has implemented all necessary human review, notices, safeguards, authorizations and compliance controls;
exceed usage limits, circumvent payment, resell or sublicense the Services (unless expressly permitted), or use multiple accounts to circumvent limits; or
assist any third party in any of the foregoing.

HaiToken does not retain or store Customer API Data for purposes beyond those described in this Agreement and the Privacy Policy; however, HaiToken reserves the right to screen and filter Inputs and Outputs, and to detect and block unlawful or prohibited content, in order to protect the Services, HaiToken's own systems, Providers and upstream resources, and to comply with upstream rules and legal requirements. HaiToken may investigate suspected violations of this Agreement, including suspected model extraction, unauthorized distillation, scraping, abuse or non-payment. If HaiToken reasonably believes a violation has occurred or may occur, HaiToken may suspend or terminate access, preserve evidence, impose additional restrictions, block routing, withhold or cancel Account Balance or Usage Credits, notify Providers and take legal action.

7. Customer Applications and End Users

The Customer is solely responsible for its applications, products, services, datasets, workflows, end users, Customer Content, user-generated content, Output that the Customer uses or distributes, and any decisions, publications, messages, files, products or services based on Output. HaiToken does not pre-screen, verify, approve or monitor the Customer's end-user interactions or user-generated content.

Content generated by AI models must comply with the laws and regulations of the jurisdiction where the enterprise and the individual are located. HaiToken informs users of this requirement in advance through this Agreement, and accordingly HaiToken does not assume any responsibility for any content generated by users. The Customer must review, test, validate and manage Inputs, Outputs and user-generated content before relying on, publishing, providing to end users, using in a workflow, or using for any legal, medical, financial, employment, educational, public, consumer-facing, regulated or high-risk purpose. The Customer is responsible for ensuring that such content and use comply with this Agreement, upstream terms, applicable law, content rules, platform policies, industry rules and the Customer's own policies.

The Customer must provide all notices, terms, privacy disclosures, AI disclosures, content labels, consents, opt-out mechanisms, human review, appeal mechanisms, content-moderation controls and other safeguards required by applicable law, upstream terms and the Customer's own policies.

The Customer must ensure that its end users and downstream customers do not use the Services in a manner that would breach this Agreement if done by the Customer. HaiToken has no obligation to review Customer applications or end-user interactions.

8. Billing, Account Balance, Credits and Post-Paid Usage

HaiToken generally provides the Services on a prepaid basis. HaiToken may also approve post-paid usage, subscriptions, enterprise plans, committed spend, overage billing or other commercial arrangements described in the console, an order or a written agreement. Unless HaiToken has expressly approved post-payment or another arrangement in writing, the Customer must maintain a sufficient Account Balance or applicable Usage Credits before using paid Services.

For most supported models and routing, amounts the Customer tops up are reflected in the account as an Account Balance denominated, for accounting reference, in a supported fiat currency selected or displayed by HaiToken. Usage Fees are deducted from the available Account Balance based on HaiToken's applicable prices, routing, metering and billing records.

For certain Services, including certain video-generation models or other models with unit-based consumption, HaiToken may convert the Account Balance into Usage Credits, usage units or quotas for metering and consumption. The conversion ratio, consumption rules, applicable models, validity period and deduction method may be shown in the console, on the pricing page, in an order or in the relevant Service description.

The Account Balance and Usage Credits are internal accounting and Service-consumption records only. They may be used only to access and consume HaiToken's own Services and may not be used to pay any third party. They are a single-purpose internal Service ledger, do not function as and may not be used as a means of paying consideration for goods or services to anyone other than HaiToken, and are not intended to constitute stored-value payment instruments or any regulated payment instrument. They do not represent funds held for the Customer, do not create a fiduciary or trust relationship, do not bear interest, and do not entitle the Customer to withdraw, transfer value, exchange value or obtain any financial benefit outside the Services, except for refunds expressly approved under this Agreement or required by applicable law.

Except as otherwise stated in an applicable order, the console or a Service description, purchased Account Balance or Usage Credits may expire twelve (12) months after purchase or top-up. The Customer may contact customer support before expiration regarding available treatment of unused Account Balance or Usage Credits; any accommodation is at HaiToken's discretion and subject to this Agreement. Gifted, promotional, trial, free or compensatory balances or credits may expire earlier, may be revoked at any time, and have no refund value.

For post-paid usage, the Customer must pay the full invoice amount by the due date stated in the invoice or order. If no due date is stated, the invoice is payable within fifteen (15) days after the invoice date. For overdue amounts, HaiToken may charge a late fee at the lower of 1.5% per month or the maximum rate permitted by law, and may suspend the Services, reduce limits, require prepayment or terminate the account.

Prices may vary by model, Provider, region, routing, feature, throughput, context window, token type, request type and other factors. Provider prices may change with little or no notice. HaiToken may update prices, metering rules and billing methods on a going-forward basis via console, website, email or order-flow notices.

Except for taxes based on HaiToken's net income, the Customer is responsible for all taxes, duties, levies, withholding taxes, bank fees, currency-conversion costs and similar amounts. Payment must be made in the currency and by the method specified by HaiToken.

9. Refunds, Expiration and Billing Disputes

Except as expressly provided in this Agreement or required by applicable law, all purchases, top-ups, Account Balances, Usage Credits, subscriptions, committed spend, setup fees and Usage Fees are final and non-refundable.

If the Customer submits a written request within twenty-four (24) hours after purchase or top-up, and HaiToken determines that there is no fraud, abuse, chargeback risk, sanctions risk, violation, Provider settlement, model allocation, conversion, consumption or operational-cost issue, HaiToken may, at its discretion, refund a fully unused purchased Account Balance or Usage Credits. HaiToken is under no obligation to approve such a refund. This paragraph does not limit any non-excludable statutory rights an individual consumer may have under applicable law.

If HaiToken terminates the Customer's account without cause, and not because of the Customer's breach, fraud, abuse, non-payment, security risk, legal risk or a Provider requirement, the Customer may apply within thirty (30) days after termination for a refund of unused and unexpired purchased Account Balance or Usage Credits. Any approved refund may be net of taxes, bank fees, payment-processing fees, discounts, gifted, promotional amounts, chargeback costs, investigation costs, Provider costs, model-allocation costs, conversion costs and other unrecoverable amounts. Account Balance or Usage Credits that are expired, promotional, free, gifted, granted as compensation, converted and allocated to a specific model Service, or consumed are non-refundable.

If HaiToken suspends or terminates the Services because of a suspected or actual violation of this Agreement, upstream terms, law, security risk, fraud, abuse, unauthorized distillation, model extraction, scraping, non-payment or chargeback, HaiToken may, to the maximum extent permitted by law, withhold, cancel or refuse to refund the Account Balance or Usage Credits.

The Customer must raise a billing dispute in writing within thirty (30) days after the relevant invoice, charge or usage record appears. Undisputed amounts remain payable. If the Customer does not dispute within that period, the invoice, charge or usage record is deemed accepted, except for manifest error.

10. Availability, Maintenance, Service Levels and Changes

HaiToken will provide the Services with commercially reasonable efforts. Except where an enterprise plan, order or a separate written service-level agreement ("SLA") expressly applies, HaiToken does not warrant any uptime, availability, latency, throughput, routing, Provider availability, model availability or error rate.

HaiToken may offer an SLA to eligible enterprise or commercial Customers under an order or enterprise agreement. Where an SLA applies, it sets out the applicable availability commitment, measurement method, exclusions (including Provider outages, force majeure, scheduled maintenance and Customer-caused issues) and remedies. Any service credit under an applicable SLA is the Customer's sole and exclusive remedy for the relevant availability failure and, unless expressly stated, does not entitle the Customer to a refund. Provider-side performance, availability and downtime are not included in any HaiToken SLA and remain subject to Section 5.

The Services may be interrupted, degraded or unavailable due to maintenance, upgrades, incidents, security measures, Provider issues, network issues, cloud-infrastructure issues, force majeure, legal requirements or other reasons. HaiToken may perform maintenance with or without notice where necessary, and will use commercially reasonable efforts to give advance notice of scheduled maintenance likely to cause material interruption.

11. Intellectual Property, Customer Content and Output

HaiToken and its licensors retain all right, title and interest in and to the Services, software, API, documentation, console, routing logic, operating models, infrastructure, usage analytics, security systems, trademarks, designs, know-how and other technology or materials provided by HaiToken ("HaiToken IP"). No rights are granted except as expressly set out in this Agreement.

As between the Customer and HaiToken, the Customer retains its rights in Customer Content. The Customer grants HaiToken a limited, worldwide, non-exclusive, royalty-free license to host, process, transmit, route, display, reproduce and otherwise use Customer Content solely to provide, secure, maintain, support, troubleshoot, bill for, enforce and improve the Services in the manner permitted by the Customer's configuration and this Agreement. This license includes the right to disclose Customer Content to Providers and subprocessors to the extent necessary to provide the Services.

HaiToken does not use Customer Content to train AI models or for model-improvement datasets unless the Customer has expressly opted in to such use. The Customer may withdraw an opt-in consent through available controls or by written notice, with effect on a going-forward basis only.

Subject to applicable law and upstream terms, and as between the Customer and HaiToken, the Customer owns the Output-related rights that HaiToken is able to transfer for Output generated for the Customer. HaiToken does not represent that Output is unique, protectable, non-infringing, confidential, accurate or free of third-party rights. Other users may receive similar or identical Output.

The Customer represents that it has all rights, licenses, authorizations and legal bases necessary to submit Customer Content to the Services and to permit HaiToken and Providers to process Customer Content under this Agreement.

Feedback, suggestions or ideas the Customer provides to HaiToken may be used by HaiToken without restriction and without compensation, provided that HaiToken does not disclose the Customer's confidential information in doing so.

12. Data Processing, Logging and Privacy

HaiToken's Privacy Policy and, where applicable, the DPA describe how HaiToken processes personal data and Customer API Data, including the complete retention schedule. By using the Services, the Customer agrees to the Privacy Policy and, where applicable, the DPA. On matters of personal-data processing, where the DPA applies, the DPA prevails over this Agreement and the Privacy Policy to the extent of the conflict.

HaiToken's default operating configuration is that it does not retain or store Customer API Data beyond what is necessary to provide the Services and to meet the security, abuse-detection, billing, support, accountability and enforcement purposes described in this Agreement and the Privacy Policy. HaiToken may retain Customer API Data on a rolling basis for up to seven (7) days after processing. This rolling retention is used to detect and investigate unreasonable, abusive, unlawful or prohibited use; protect Service integrity; resolve billing, routing, Provider and support issues; preserve and trace accountability; and enforce this Agreement and upstream terms. After the rolling period expires, such data is automatically overwritten, deleted or de-identified in the ordinary course, unless a longer-retention exception under this Agreement, the Privacy Policy, the DPA or applicable law applies. Specific retention periods for Account Data, Service Metadata, Customer-enabled logs, backups, and security and enforcement data are set out in the Privacy Policy.

HaiToken may retain Service Metadata necessary for billing, security, anti-fraud, abuse detection, routing, performance monitoring, audit, support, compliance and enforcement.

Notwithstanding the seven (7) day rolling retention period, if HaiToken reasonably believes it is necessary to investigate, prevent, detect, document, enforce, bring or defend claims relating to fraud, non-payment, chargebacks, security incidents, breach of this Agreement or upstream terms, unauthorized distillation, model extraction, scraping, benchmarking for replication purposes, output abuse, infringement, unlawful activity, or threats to the integrity of the Services, HaiToken IP, Providers or other Customers, HaiToken may generate, preserve, review, retain and disclose logs, records and evidence, including relevant Inputs, Outputs, prompts, completions, conversation records, files, training materials, metadata, technical signals, account records and communications.

The Customer acknowledges that such evidence preservation may involve a legal hold and may be retained for as long as reasonably necessary for investigation, enforcement, dispute resolution, regulatory requests, arbitration or legal proceedings and applicable limitation periods, subject to applicable law.

Except as described in this Agreement, the Privacy Policy, the DPA, the Customer's configuration, upstream terms or applicable law, HaiToken does not sell Customer API Data, does not rent Customer API Data to third parties, and does not disclose Customer Privacy Data for unrelated commercial purposes.

13. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that should reasonably be understood to be confidential, including business, technical, security, pricing, product, account, usage and customer information.

The receiving party may use the disclosing party's Confidential Information only to perform this Agreement or exercise rights under it, must protect it with reasonable care, and must not disclose it, except to persons, contractors, advisors, Providers and subprocessors who need to know and are bound by confidentiality obligations, or as required by law.

Confidential Information does not include information that is or becomes public through no breach, was known without restriction, is independently developed without use of the disclosing party's Confidential Information, or is lawfully obtained from a third party not under a confidentiality restriction.

14. Security and Service Integrity

The Customer must take reasonable security measures to protect its systems, API Keys, credentials and Customer Content. The Customer must not publicly disclose API Keys or embed them in client-side code or repositories accessible to unauthorized persons.

HaiToken may adopt security measures, throttling, rate limits, quotas, Provider blocking, routing changes, content filtering, abuse detection, automated monitoring, human review, credential revocation and other controls to protect the Services, Providers, Customers and third parties.

The Customer must report vulnerabilities responsibly and must not conduct penetration testing, red-teaming, load testing, scraping, model-extraction testing or similar testing of the Services without HaiToken's prior written authorization.

15. Disclaimers

To the maximum extent permitted by applicable law, the Services, models, routing, API, documentation and Output are provided "as is" and "as available", without warranties of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted operation, security, availability or error-free performance.

HaiToken does not warrant that any Output is accurate, complete, current, lawful, safe, non-infringing, unique, confidential, suitable for the Customer's intended purpose, or suitable for legal, medical, financial, employment, credit, insurance, housing, educational, law-enforcement, biometric, critical-infrastructure, safety-critical or other regulated or high-risk uses.

The Customer is responsible for independently reviewing, validating and testing Output before relying on it or using it in products, services, decisions, recommendations, publications or workflows. Output may contain errors, hallucinations, bias, offensive material or third-party content.

HaiToken is not responsible for Customer Content, user-generated content, Output selected, edited, displayed, published, distributed or relied upon by the Customer, or the Customer's failure to review, moderate, label, remove or restrict content. The Customer must not use, publish or distribute Inputs, Outputs or user-generated content in violation of this Agreement, upstream terms, applicable law or relevant content rules.

This Agreement does not exclude or limit liability that cannot be excluded or limited under applicable law.

16. Limitation of Liability

To the maximum extent permitted by applicable law, neither HaiToken nor its directors, officers, employees, contractors, licensors, Providers or suppliers is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, anticipated savings, data, use, production, contracts, customers or reputation, or for business interruption, substitute services, model downtime, Provider conduct, loss of Output or the cost of procuring substitute services, whether based on contract, tort, negligence, statute, strict liability or any other theory, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, HaiToken's total aggregate liability arising out of or relating to this Agreement, the Services, Customer Content, Output, Providers or any related matter does not exceed the fees actually paid by the Customer to HaiToken for the affected Services in the twelve (12) months before the event giving rise to the claim. If the Customer has not paid any fees for the affected Services, HaiToken's total aggregate liability does not exceed HKD 1,000.

This limitation applies even if any remedy fails of its essential purpose. Multiple claims do not expand the liability cap.

This Agreement does not limit or exclude liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, willful misconduct, or any liability that cannot be limited or excluded under applicable law. The Customer's payment obligations, indemnification obligations, confidentiality obligations, and obligations relating to misuse of the Services, infringement, unauthorized distillation, model extraction, or violation of HaiToken IP are not subject to this limitation.

17. Indemnification

The Customer will defend, indemnify and hold harmless HaiToken and its directors, officers, employees, contractors, licensors, Providers and suppliers from and against any claims, demands, actions, proceedings, investigations, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or relating to:

Customer Content, Customer applications, Customer products, Customer services or end-user interactions;
the Customer's or its Authorized Users' use or misuse of the Services or Output;
breach of this Agreement, upstream terms, an order or applicable law;
infringement, misappropriation or violation of third-party rights;
fraud, non-payment, chargebacks, security incidents or unauthorized access caused by the Customer;
unauthorized distillation, model extraction, scraping, benchmarking for replication purposes or output abuse; or
any dispute between the Customer and its end users, customers, employees, contractors, regulators or other third parties.

The Customer's obligations under this Section 17 do not apply to the extent a claim arises from HaiToken's own breach of this Agreement, gross negligence, willful misconduct or fraud.

Unless expressly agreed in a signed enterprise agreement, HaiToken provides no intellectual-property indemnity for Output, third-party models, Provider services, open-source components, Customer Content, Customer applications, Customer modifications, Customer combinations or the Customer's use of the Services.

18. Suspension and Termination

The Customer may stop using the Services at any time. Stopping use does not relieve the Customer of payment obligations, accrued liabilities, minimum commitments, Usage Fees, taxes or other amounts incurred before termination.

HaiToken may suspend, restrict or terminate access to the Services immediately, with or without notice, if HaiToken reasonably believes that: the Customer has breached this Agreement or upstream terms; the Customer has not paid; continued access may create security, legal, regulatory, operational or Provider risk; the Customer has engaged in fraud, abuse, scraping, unauthorized distillation, model extraction or other prohibited activity; the Customer's use may harm HaiToken, Providers, other Customers or third parties; a Provider requires or needs a restriction; or suspension is required by law or necessary to protect the Services.

HaiToken may also terminate this Agreement or discontinue the Services for convenience upon reasonable notice where practicable. On termination, the Customer must stop using the Services, and HaiToken may disable the account, API Keys and access. Terms that by their nature should survive will continue, including payment, refunds, confidentiality, intellectual property, retention of data for legal purposes, disclaimers, limitation of liability, indemnification, dispute resolution and language clauses.

On termination, HaiToken may delete Customer Content in accordance with the Privacy Policy and DPA, subject to legal holds, security investigations, billing records, backup cycles and the evidence-preservation rights described in this Agreement.

19. Export Controls, Sanctions and Compliance

The Customer must comply with all applicable laws and regulations relating to its use of the Services, including those relating to export controls, sanctions, anti-corruption, anti-bribery, data protection, cybersecurity, AI, consumer protection, advertising, employment, financial services, healthcare, communications and other regulated activities.

The Customer must not use, or use the Services for the benefit of, any jurisdiction, entity or person prohibited under applicable sanctions or export-control laws, and must not use the Services in a manner that would cause HaiToken or a Provider to violate such laws. The Customer must not circumvent geographic, model, Provider or legal restrictions, including any restriction on access from mainland China.

20. Notices and Changes

HaiToken may give notice by email, console notice, website announcement, documentation update, invoice information or other reasonable electronic means. Legal notices to HaiToken should be sent to legal@haitoken.ai or another address designated by HaiToken in writing.

HaiToken may update this Agreement from time to time. Material changes will be notified by reasonable means. Changes take effect on the date stated in the notice or the updated Agreement. Continued use of the Services after the effective date constitutes acceptance of the updated Agreement. If the Customer does not agree, the Customer must stop using the Services before the effective date.

21. General Provisions

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, government action, internet or communications failures, cloud-provider failures, Provider failures, cyberattacks or power failures.

The Customer may not assign or transfer this Agreement without HaiToken's prior written consent. HaiToken may assign or transfer this Agreement in connection with a merger, acquisition, reorganization, financing, asset sale, change of control or by operation of law.

This Agreement, together with applicable orders, the Privacy Policy, the DPA and documents incorporated by reference, constitutes the entire agreement regarding the Services and supersedes prior or contemporaneous agreements on the same subject. If an order conflicts with this Agreement, the order prevails for that order only and only to the extent of the conflict.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) of Hong Kong to enforce any term of this Agreement, except that HaiToken's directors, officers, employees, contractors, licensors, Providers and suppliers may enforce the disclaimer, limitation-of-liability and indemnification clauses.

If any provision is held invalid, illegal or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be modified, severed, with the remaining provisions continuing in effect. Failure to enforce a provision is not a waiver. This Agreement does not create an agency, partnership, joint venture, employment or fiduciary relationship.

22. Governing Law and HKIAC Arbitration

This Agreement, and any non-contractual obligations arising out of or relating to it, are governed by the laws of the Hong Kong Special Administrative Region, without regard to conflict-of-laws principles.

Any dispute, controversy, difference or claim arising out of or relating to this Agreement, the Services, the existence, validity, interpretation, performance, breach or termination of this Agreement, or any non-contractual obligation arising out of or relating to it, will 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.

The law of this arbitration clause is the law of Hong Kong. The seat of arbitration is Hong Kong. The number of arbitrators is one (1), unless HKIAC or the tribunal determines that three (3) arbitrators are more appropriate based on the amount in dispute, complexity or circumstances. The language of the arbitration is English. The arbitral award is final and binding on the parties.

This Agreement does not prevent HaiToken from applying to any court of competent jurisdiction for interim, injunctive, preservation or equitable relief to protect its intellectual property, Confidential Information, Service integrity, security, evidence, payment rights, or to prevent unauthorized distillation, model extraction, scraping or misuse of the Services.

To the maximum extent permitted by law, disputes may be brought only on an individual basis and not as a class, collective, representative or consolidated action, unless the parties agree otherwise in writing or the tribunal orders consolidation under the applicable rules. This paragraph does not affect any non-excludable rights an individual consumer has under applicable law.

23. Contact

Legal notices and questions about this Agreement may be sent to:

LDCY TECH HK LIMITED / 香港靈動創意科技資訊有限公司 Legal: legal@haitoken.ai Privacy: privacy@haitoken.ai