Terms and Conditions for VE02soundful

1.1 The Services are provided on the condition that you comply with all terms and conditions outlined herein, along with any additional operating rules, policies, and procedures, particularly those related to age restrictions and country-specific standards.

1.2 We may periodically update the terms of this Agreement, for instance, to incorporate new features, enhance security, or comply with legal changes. If any material changes occur that may affect your legal rights or obligations, we will notify you of these changes at least thirty (30) calendar days before they take effect. You will be considered to have accepted the changes unless you notify us of your objection within thirty (30) calendar days from receiving our notification or continue to use the Services after the changes have taken effect. Our notification will inform you of your right to object, the applicable notice period, and the legal consequences of failing to object. If you object to any changes, the previous version of the Agreement will continue to apply. In such cases, we may terminate the Agreement by providing fourteen (14) calendar days' notice. If the Agreement is terminated, you may be entitled to a refund in accordance with applicable law.

2.1 To access and use certain services, you must create a Veo2 account ("Account"). This account can either be an email address or a linked account via Google account service.

2.2 Your username is linked to your Account and will be publicly visible. We recommend that you do not include your real name in your username. Additionally, you may not use a username that is already taken by someone else or one that does not comply with the requirements of this Agreement (including, but not limited to, any prohibited activities outlined in Clause 9 of this Agreement). We reserve the right, at our reasonable discretion, to refuse registration or cancel any username.

2.3 You are solely responsible for all activities associated with your Account, including any purchases made, unless you specify otherwise. You are also fully responsible for keeping your account, user identification, passwords, authentication codes, and other security measures (collectively referred to as "Password") confidential and secure, if applicable. To protect your account, we strongly advise you not to share your account details with others.

2.4 Please note that the use of our Services does not include the provision of a computer or any other hardware, equipment, or service required to use them. To access and use our Services, you must have your own telecommunications and internet access.

3.1 Provided that you fully comply with the terms of this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access, download, install, and use the Services for your personal, non-commercial use, during the term of this Agreement.

3.2 Except as explicitly granted to you in this Agreement, we retain all rights and interests in and to the Services, including but not limited to all associated copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, patches, updates, copies, derivative works, computer code, text, designs, graphics, music, scenes, sounds, musical works, audiovisual content, operational methods, moral rights, and their selection and arrangement (collectively referred to as "Materials"), whether registered or not. All of our Services and Materials are fully protected by applicable intellectual property laws and rights.

3.3 While using the Services, you agree not to:

• Use the Services in any manner that violates any applicable laws, regulations, or rules;
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or make available the Services or any features or functionalities thereof to any third party, for any reason;
• Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
• Copy, modify, translate, adapt, or create derivative works or improvements, whether patentable or not, of the Services or any part thereof;
• Remove, alter, or obscure any trademark, copyright, patent, or other intellectual property or proprietary rights notices on or with the Services, or any copies thereof;
• Combine or integrate the Services or any part thereof with any other programs;
• Disable, bypass, or otherwise circumvent any copyright protection or security features in the Services;
• Use the Services for competitive analysis, the development of competing products or services, or any other activity that puts us at a commercial disadvantage.

3.4 Please note that violations of any of the above terms may result in disciplinary action, which will be determined at our discretion, on a case-by-case basis. This list of prohibited conduct is not exhaustive.

4.1 You may provide input such as prompts, texts, images, videos, or other similar materials to the Services ("Input"), and receive output from the Services based on the Input ("Output"). Input and Output are collectively referred to as "User Content."

4.2 You retain any copyright and other proprietary rights in the Input you upload to the Services, subject to the licenses granted in these terms. You are responsible for your Input, including its content and accuracy, and must comply with applicable laws when using the Services. You represent and warrant that you have made all necessary disclosures, provided all required notices, and obtained all necessary rights, consents, and permissions for the Company to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process the Input as set forth in these terms without violating applicable laws, third-party rights, or any other applicable terms or policies. You must not upload Input unless you own it or are fully authorized to grant rights in all of its elements. The Company disclaims all liability related to the Input. You are solely responsible for your Input and any consequences of providing Input via the Services. By providing Input, you affirm, represent, and warrant to the Company that:

• You have the necessary licenses, rights, consents, and permissions to authorize the Company and users of the Services to use and distribute your Input as necessary to exercise the licenses granted by you in these terms.
• Your Input, and the uploading or use of it as described in these terms, will not: (i) infringe, violate, misappropriate, or breach any third-party rights; (ii) slander, defame, libel, or invade the privacy or publicity rights of others; (iii) cause the Company to violate any laws or require the Company to obtain further licenses or pay royalties to third parties; (iv) constitute unsolicited or unauthorized advertising, promotional materials, or solicitation; (v) promote or further any criminal activity or provide instructional information about illegal activities.
• Your Input will not be deemed objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate by a reasonable person.
• Your uploading of Input is not intended to generate Output that is substantially similar to any third-party intellectual property.
• If you upload a photograph or image to the Services featuring one or more persons, it does not infringe any legal rights of the individuals depicted.

4.3 You grant the Company a worldwide, non-exclusive, irrevocable, royalty-free, fully paid license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform, communicate to the public, reproduce, modify for formatting, create derivative works, and distribute Input, in whole or in part, in any media format and through any media channel, as reasonably necessary to: (a) provide the Services; (b) generate usage data or Output; (c) create and compile aggregated data; (d) comply with applicable laws or as otherwise permitted by the parties. This license is perpetual and irrevocable with respect to Input contained in Output, usage data, or aggregated data.

4.4 As between the parties and to the maximum extent permitted by law, you retain all rights to the Output. The Company assigns to you all of its rights and interests in and to the Output. This does not include rights to third-party output. If you have the right to grant it, you also grant the Company a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid license (with sublicensing rights) to host, store, transfer, publicly display, perform, communicate, reproduce, modify, create derivative works, and distribute Output in any format or medium, only in connection with the Services. You may not use the Outputs commercially unless produced under a paid subscription that allows for such use under Clause 5 of this Agreement.

4.5 Due to the nature of generative artificial intelligence, Output may not be unique, and other users may generate similar output. Our rights assignment to you does not extend to the output of other users or third-party output.

4.6 You grant the Company all necessary rights to use User Content to provide, maintain, develop, improve, and ensure the safety of the Services, comply with the law, and enforce our policies.

4.7 AI and machine learning are rapidly evolving fields. The Company continuously works to enhance its Services. Due to the probabilistic nature of machine learning, the Services may occasionally produce Output that does not accurately reflect real people, places, or facts.

4.8 The Company does not control or monitor: (a) Input or Output; (b) content made available by third parties; (c) user activity. You acknowledge and agree that the Company reserves the right to monitor information transmitted or received through the Services for operational purposes. During monitoring, information may be recorded, copied, and used in accordance with the Company's privacy policy. The Company may at any time screen, remove, edit, or block any Input or Output that, in its judgment, violates these terms, infringes third-party rights, or is otherwise objectionable. If notified of non-compliant Input or Output, the Company may investigate and remove the content at its discretion.

4.9 By using the Services, you acknowledge and agree that:

• Output may not always be accurate. You should not rely solely on Output from the Services as factual or as a substitute for professional advice.
• You must evaluate Output for accuracy and appropriateness for your use case, including human review where appropriate, before using or sharing it.
• You must not use Output relating to individuals for decisions that could impact their legal or material rights (e.g., credit, education, employment, housing, insurance, legal, or medical decisions).
• The Services may produce incomplete, incorrect, or offensive Output that does not reflect the views of the Company.

5.1 You agree to pay all fees or charges to your Account in accordance with the Service's current fee schedule when such fees or charges are due and payable. You must provide the Company with a valid credit card (Visa, MasterCard, or any issuer accepted by the Company), a third-party payment services account via a Payment Services Provider ("Payment Services Provider"), or purchase order information. The agreement or terms between you and the Payment Services Provider govern your use of the credit card or third-party payment services account, not this Agreement, for determining your rights and liabilities. By providing the Company with your credit card number or third-party payment services account and associated payment information, you authorize the Company to immediately invoice your Account for all due fees and charges, with no further notice or consent required. You agree to notify the Company immediately of any changes to your billing address or the credit card or third-party payment services account used for payment. The Company reserves the right to change its prices and billing methods at any time. The applicable prices and billing will be displayed when you use the Services to generate relevant content.

5.2 You are responsible for the payment of the applicable fee for any Services ("Service Subscription Fee") at the time you create your Account and select your service package. All fees for the Services are non-refundable, except as explicitly stated in this Agreement. A contract between you and the Company for the Services will exist once the Company accepts your order via a confirmatory email, SMS/MMS message, or other appropriate means of communication.

5.3 Payments under Section 5.2 do not include any taxes ("Service Tax") that may be due in connection with the services provided under this Agreement. If the Company is legally required to collect Service Taxes from you, such Service Taxes will be collected in addition to the payments required under Section 5.2. If any Services or payments for Services under the Agreement are subject to Service Taxes in any jurisdiction and you have not remitted the applicable Service Taxes to the Company, you will be responsible for such taxes, as well as any related penalties or interest to the relevant tax authority. You will indemnify the Company for any liability or expenses incurred due to Service Taxes. Upon the Company's request, you will provide official receipts issued by the appropriate tax authority, or other evidence showing that you have paid all applicable taxes.

5.4 When you create an account and select a service package, we will provide you with a certain amount of credits according to the price level of the package you choose. You can also recharge directly to purchase credits by clicking "Upgrade" on the homepage of Veo2. The rules for obtaining credits are governed by the page specifications at the time of purchase. These credits can only be used to purchase Services and will remain valid for the duration of your use of the Services. Unless the Services are terminated by Veo2 or otherwise agreed by both parties, any credits are non-refundable and cannot be converted into cash. You can check your credit usage status by logging into your Veo2 account through the "Credit Display Page - Credit Details". If you have any questions regarding the use of your credits, you can contact us using the information provided in "16. Contact Information," and we will respond in due course.

5.5 Your subscription to the Services ("Subscription") will continue indefinitely until terminated in accordance with this Agreement. After your initial Subscription period and after any subsequent Subscription period, your Subscription will automatically renew on the first day following the end of the previous period and continue for an equivalent period, at the Company's then-current price for such Subscription. Your Account will be subject to this automatic renewal feature unless you cancel your Subscription at least thirty (30) days before the renewal date. If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, please contact the Company using the information in Clause 16 of this Agreement, and we will process your cancellation without undue delay. If you cancel or downgrade your Subscription, you may continue to use the Subscription until the end of your current term; however, your Subscription will not be renewed after your current term expires, and you will not receive any prorated refund of the Subscription fee paid for the current period. By subscribing, you authorize the Company to charge your Payment Services Provider at the start of the initial Subscription period and at the start of any subsequent subscription periods. If the Company does not receive payment from your Payment Services Provider upon renewal, (a) you must pay all amounts due on your Account upon demand, and/or (b) the Company may either terminate or suspend your Subscription and continue charging your Payment Services Provider until payment is received. Once payment is received, your Account will be activated, and the new Subscription period will begin from the date the payment was received.

6.1 You acknowledge and agree that, to the fullest extent permitted by applicable law, the Company and its affiliates and licensors ("Company and Related Parties") shall not be held liable for any loss of profits, revenue, or data, nor for any indirect, incidental, special, or consequential damages, or for any costs arising from production or usage losses, business interruptions, or the need to procure substitute goods or services, regardless of whether the Company has been advised of the potential for such damages. These limitations apply to all claims arising from or related to this Agreement or the Services.

6.2 To the maximum extent permitted by applicable law, the total liability of the Company and Related Parties to you shall not exceed the greater of (a) the total amount you paid to the Company during the twelve-month period preceding the act, omission, or event that gave rise to the liability; or (b) the remedy or penalty provided by the statute under which such claim arose. This liability cap does not apply in cases of (i) death or personal injury caused by the negligence of the Company and Related Parties; or (ii) any harm arising from the fraud or fraudulent misrepresentation of the Company and Related Parties.

6.3 Except for the Company's obligation to protect your personal data as outlined in the Company's privacy policy, the Company assumes no responsibility for the timeliness, deletion, misdelivery, or failure to store any content (including, but not limited to, your content and user content), user communications, or personalization settings.

6.4 Certain jurisdictions may not allow the exclusion or limitation of liability for consequential or incidental damages. As such, some or all of the above exclusions or limitations may not apply to you, depending on the legal rights you have under the applicable laws of the jurisdiction to which you are subject.

You agree to indemnify and hold harmless the Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (collectively, the "Company Parties") from any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with any of the following:

• Your Content;
• Your use of, or inability to use, the Services;
• Your breach of this Agreement;
• Your infringement of any rights of another party, including other registered users of the Services;
• Your violation of any applicable laws, rules, or regulations.

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such cases, you agree to fully cooperate with the Company in asserting any available defenses. This indemnification obligation will survive the termination of this Agreement and the deactivation of your account, at the Company's expense, as permitted by applicable laws.

Veo2 is not intended for use by children. You must meet the legal age requirement as specified by the laws of your country in order to create an account. We reserve the right to request proof of age before entering into any agreement with you.

If we detect that an account has been created by or is being used by individuals who do not meet the age requirement, or by children, we will consider such registration void. As a result, we will delete any data associated with that account.

9.1 Prohibited Activities

While using the Services, you are strictly prohibited from engaging in any of the following activities. This list is not exhaustive, and additional prohibitions may apply:

• Legal Violations: Engaging in activities that violate, or may potentially violate, applicable laws.
• Harassment and Abuse: Abusing, harassing, or bullying other users or our representatives, either verbally or in writing. This includes, but is not limited to, trolling, flaming, spamming, or using language or content deemed illegal, dangerous, threatening, abusive, offensive, obscene, vulgar, defamatory, or hateful.
• Misrepresentation: Falsely claiming that output was generated by a human when it was not.
• Competitive Use of Output: Using output to develop models that directly compete with our Services.
• Account Trading: Buying, selling, trading, or transferring your account to anyone else.
• Circumvention of Regional Restrictions: Using proxies, VPNs, or other tools to bypass regional restrictions.
• Unfair Advantages: Engaging in cheating, hacking, botting, boosting, or tampering activities that provide unfair advantages or negatively affect other users' experiences.
• Network Attacks: Conducting DDoS (Distributed Denial-of-Service) attacks using multiple compromised systems to disrupt normal traffic to our servers, services, or network.
• Inappropriate Solicitation: Grooming or encouraging other users to engage in illegal or inappropriate activities.
• Inappropriate Usernames: Creating usernames that are offensive, including those containing profanity, sexual references, hate speech, or political figures.
• Detrimental Acts: Engaging in activities that harm or damage the Company, its services, or any third party.
• Defamation: Slandering, defaming, or violating the privacy or reputation of the Company or any third party.
• Rights Violations: Violating the rights of any parties involved with or related to the Services, including intellectual property rights, privacy rights, and rights to one's likeness and reputation.
• Other Prohibited Acts: Engaging in any activity deemed prohibited by the Company, as communicated through notifications or public announcements.

9.2 Disciplinary Actions

If a user commits any of the aforementioned actions or violates this Agreement, the Company reserves the right to take disciplinary action at its discretion. Disciplinary measures may be determined on a case-by-case basis and can include warnings, deadlines for remediation, temporary suspensions, or permanent closure of the user's account, in accordance with local laws. We also reserve the right to terminate a user's access to the Services and seek restitution for any damages caused by such prohibited conduct.

10.1 Reporting Violations

If you come across content on our Services that you believe violates this Agreement (including any prohibited acts listed in Clause 9), please report it to us using the contact details provided in Clause 16 of this Agreement. When making a report, please clearly identify and describe the offending content, specify its exact location within the Services, and explain why it should be considered a violation of this Agreement and removed.

10.2 Intellectual Property Rights

We respect the intellectual property rights of others and expect our users to do the same. If you are the copyright owner or an authorized agent, and you believe that any content within the Services infringes your copyrights, you may submit an infringement notice using the contact information provided in Clause 16 of this Agreement.

10.3 Handling of Reports

Upon receiving a complete report of an alleged violation, we reserve the right to take actions we deem appropriate at our discretion. This may include requesting that you cease using content you believe violates this Agreement and/or the removal or deactivation of the reported content. If we determine that any content you have posted is manifestly unlawful and in violation of this Agreement, we reserve the right to terminate your account in accordance with the terms of this Agreement and applicable laws.

10.4 Account Termination for Unlawful Content

If we remove any content you have posted that is deemed manifestly unlawful and in violation of this Agreement, we reserve the right to terminate your account. Any such termination will be carried out in accordance with the terms of this Agreement and applicable legal requirements.

Veo2 may contain links to external services managed by third-party organizations ("Third-Party Service(s)"). These Third-Party Services may include, but are not limited to, social media platforms and advertising services. The access to and use of these linked services are governed by the terms and conditions set by the respective Third-Party Service providers.

Please review these Third-Party Service terms and conditions carefully. Note that the Company is not a party to these agreements and assumes no responsibility for the content or practices of these Third-Party Services.

12.1 Automatic Termination: This Agreement will terminate automatically if your right to use the Services is terminated. However, any licenses granted to you by us and any provisions of this Agreement necessary to enforce or exercise rights or obligations under this Agreement shall remain in effect even after termination.

12.2 Refund Upon Termination: Upon termination of this Agreement for any reason, you generally will not be entitled to a prorated refund for any portion of the Subscription fee paid for the current subscription period. Exceptions may be made only as required by applicable laws.

Neither party shall be held liable for any failure to fulfill its obligations under this Agreement if such failure results from a Force Majeure event. A Force Majeure event refers to any unforeseeable circumstance beyond the control of the parties that renders the normal performance of obligations impossible.

Key Points Regarding Force Majeure:

• Non-Relief of Prior Obligations: The occurrence of a Force Majeure event does not relieve either party from obligations that arose before the event, including but not limited to the obligation to make timely monetary payments that were due prior to the event.
• Limitation of Liability: During a Force Majeure event, we shall not be liable for:
  • Any costs, losses, expenses, damages, or any portion of the transaction price stipulated in this Agreement.
  • Any costs arising from delays due to the Force Majeure event.

If any clause of this Agreement is found to be unenforceable or invalid, the unenforceability or invalidity of that clause will not affect the validity or enforceability of the remaining clauses. Any clause deemed unenforceable or invalid will be modified or removed only to the extent necessary to rectify its unenforceability or invalidity. The remainder of the Agreement will remain in full force and effect.

15.1 Governing Law: This Agreement, and any actions arising from it, shall be governed by the laws of Hong Kong, excluding its conflict of laws provisions.

15.2 Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be resolved exclusively through final and binding arbitration conducted in accordance with the Rules of the Hong Kong International Arbitration Centre (HKIAC). The arbitration shall be carried out by one or more arbitrators appointed in accordance with these Rules.

EING TECHNOLOGY CO., LIMITED

Room A, 19th Floor, Max Share Center, 367-373 King's Road, North Point Hong Kong.

Email: support@veo2soundful.com