RESOURCES

Acknowledgement and Acceptance of Terms and Conditions

1. You should be of legal age to form a binding contract, or you have obtained the full authorizations from a validly existing legal entity. The Services are offered subject to your compliance with all of the terms and conditions contained herein and all other operating rules, policies and procedures, especially those in relation to age limitations and specific standards of each country.
2. These terms are a legally binding contract between you and Shengshu regarding your use of the service. Please read the terms carefully, in particular the clauses that involve limitation of liability, restriction of your rights, as well as those regarding dispute resolution and applicable law. You become a subscriber of Vidu by completing the registration of a Vidu user account. This Agreement takes effect as soon as the you indicate your acceptance of these terms. If you do not agree to be bound by the terms of use, you may not use or access the services in any manner.
3. Also, additional terms (for example, interface document, user guides, service descriptions, Q&A, notices, etc.) may be provided during using the service, forming parts of the terms of use and having equal effects.
4. We may periodically change the terms of this Agreement, for example, to reflect or include new features in the Services, to enhance your security, or because of changes in the law. In case of material changes that may affect your legal position vis-a-vis us, we will inform you of such changes at least thirty (30) days before these changes come into effect. You will be deemed to have accepted the changes unless you have notified us of your objection to such changes within thirty (30) days from the receipt of our notification about the changes or if you continue to use the Services after the changes have come into effect and you have received our notification. In our notification, we will inform you of your right to object, the applicable notice period and the legal consequences of failing to object. In case you object to any changes as set out above, the previous version of the Agreement shall continue to apply. However, in that case we may terminate the Agreement with fourteen (14) days’ notice. In case of such termination, you may be entitled to a refund in accordance with statutory law if there is balance in your account.

Account Registration

1. You will need to create a Vidu account (“Account”) to access and use certain services. This Account should be a linked account via Google account service.
2. Your username is linked to your Account and will be publicly displayed. We therefore advise you not to include your actual name in your username. Further, you may not use a username which is already used by someone else or which does not meet the requirements of this Agreement (including without limitation any prohibited acts as stipulated in Clause 9 of this Agreement). We reserve the right to refuse registration of, or cancellation, a username in our reasonable discretion.
3. You are solely responsible for and will be deemed to have carried out any activity, including any purchases, made by your Account, unless provided by you otherwise. You are also solely responsible for maintaining the confidentiality and security of your Account and any user identification, passwords, authentication codes or other security devices or procedures (collectively "Password"). To ensure the safety of your Account, we strongly recommend you not to share your account details with anyone else.
4. Please note when creating your account that use of our Services does not include supply by us of a computer or any other hardware, equipment or service. To use our Services, you must have your own means of telecommunications and Internet access.

License Grant and Scope

1. Subject to and conditioned upon your strict compliance with this Agreement, we hereby grant you a non-exclusive, non-transferable, sublicensable, limited license for the term of this Agreement to access download, install and use the Services. We don’t restrict your use for commercial purposes.
2. Except as expressly licensed to you herein, we retain all rights, ownerships and interests in and to the Services, including but not limited to, any and all associated copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, patches, updates, copies, derivative works, computer code, texts, design, graphics, music, scenery, sounds, musical works, audio-visual contents, methods of operation, and the selection and arrangement thereof (collectively, “Materials”), whether registered or not. All our Services and Materials are fully protected by and subject to applicable intellectual property laws and rights.
3. While using the Services, you agree not to:
   1. Use the Services in violation of any law, regulation, or our rule;
   2. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
   3. Copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether patentable or not, of the Services or any part thereof;
   4. Remove, delete, alter, or obscure any trademark, copyright, patent, or other intellectual property or proprietary rights notices provided on or with the Services, or any copies thereof;
   5. Combine or incorporate the Services or any part thereof with, or into, any other programs;
   6. Disable, circumvent, or otherwise create or implement any workaround to any copyright protection or security features in the Services; or
   7. Use the Services for competitive analysis, the development of a competing products or services, or any other purpose that is to our commercial disadvantage.
4. Please note that violations of the above terms may result in disciplinary action, which will be decided at our discretion, on a case-by-case basis. This list of prohibited conducts is not exhaustive.

Content Generated by End Users

1. To satisfy your purpose of using Vidu, you are entitled to integrate the API into your applications and authorize your end users to 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”) by using our service. Input and Output are collectively referred to “User Content.”
2. You are obligated to inform your end users that they are responsible for their input, including its content and accuracy. Both you and end users should comply with applicable laws when using the Services. You represent and warrant that you have made all disclosures, provided all notices to your end users, and has obtained all rights, consents, and permissions necessary for the Company to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process Input as set forth in these terms without violating applicable laws, third-party rights, or terms or policies that apply to the Input.
3. You are obligated to inform your end users that the Company does not control and does not have any obligation to monitor: (a) Input or Output; (b) any content made available by third parties; or (c) the use of the Services by end users. You acknowledge and agree that the Company reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services (including Input and Output) for operational and other purposes. During monitoring, information may be examined, recorded, copied, and used in accordance with the privacy policy of the Company. The Company may, at any time and without prior notice, screen, remove, edit, or block any Input or Output that in our sole judgment violates these terms, is alleged to violate the rights of third parties, or is otherwise objectionable. If notified by an end user or content owner that Input or Output allegedly does not conform to these terms, the Company may investigate the allegation and determine in its sole discretion whether to remove the applicable Input or Output, which the Company reserve the right to do at any time and without notice.
4. You and your end users should acknowledge and agree by using our Services that:
   1. Output may not always be accurate. You, as well as end users, should not rely on Output from our Services as the sole source of truth or factual information, or as a substitute for professional advice.
   2. You, as well as end users, must evaluate the Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
   3. You, as well as end users must not use any Output relating to a person for any purpose that could have a legal or material impact on that individual, such as making decisions regarding credit, educational, employment, housing, insurance, legal, medical, or other significant matters.
   4. You, as well as end users must not remove, falsify, cover the sign that can distinguish those output generated by using deep synthesis technology.
   5. Our Services may produce incomplete, incorrect, or offensive Output that does not represent the views of the Company.
5. Unless otherwise provided by relevant laws, when you provide Vidu-related services to any third party, the corresponding obligations and liabilities shall be borne by you, and the company shall not be responsible for any losses arising therefrom.
6. International use must comply with all local laws, including sanctions and regulations. The output generated through using our service may not be sold, transferred, exported or re-exported to (a) any embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable laws of the region that the service covers. You may not sell the Vidu-related technology directly or indirectly without obtaining the necessary approval from regulatory authorities and the prior consent of us.

Purchase of Services

1. We may charge you on certain services and have the right to determine the price. The specific standards shall be subject to those announced on the relevant fee-based service pages. You may select and pay for the corresponding services as needed. We reserve the right to make adjustments to data charges, interface services, etc., and will provide explanations and announcements on the corresponding service pages.
2. You may contact us if you have any request for customized service regarding Vidu. You may be charged for these services.
3. The Company uses Stripe, Inc. and its affiliates as the third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (a “Third Party Service Provider”). By buying or selling on any Services, you agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/us/terms) and hereby consent and authorize the Company and Stripe to share any information and payment instructions you provide with one or more Third Party Service Provider(s) to the minimum extent required to complete your transactions.

Limitation of Liability

1. You understand and agree that, to the fullest extent permitted by law, the Company and its affiliates(“Company and Related Party”) will not be liable for any loss of profits, revenue, or data, nor for any indirect, incidental, special, or consequential damages, or for costs due to loss of production or use, business interruption, or procurement of substitute goods or services, irrespective of whether the company has been advised of the possibility of such damages. These limitations apply to all claims arising out of or relating to this Agreement or the Services.
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 paid to the Company by you during the twelve-month period prior to the act, omission, or occurrence gave rise to the liability; or (b) the remedy or penalty prescribed by the statute under which such claim arose. The foregoing cap on liability does not apply to cases of (i) death or personal injury resulting from the negligence of the Company and Related Parties; or (ii) any harm resulting from the Company and Related Parties’ fraud or fraudulent misrepresentation.
3. Except for the Company’s obligations to protect your personal data as outlined in the Company’s privacy policy, the Company assumes no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content (including, but not limited to, your content and user content), user communications, or personalization settings.

Indemnification

• Your content and user Content.
• Your use of, or inability to use, the Services.
• Your breach of the 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.

Prohibited Acts and Disciplinary Actions

1. While using the Services, you and your end users are strictly prohibited from engaging in any of the following activities. This list is not exhaustive and additional prohibitions may apply:
   1. Legal Violations: Engaging in activities that violate, or may potentially violate applicable laws.
   2. Harassment and Abuse: Abusing, harassing, or bullying other users or our representatives, whether through verbal or written means. This includes, but is not limited to, trolling, flaming, spamming, or utilizing language or content deemed illegal, dangerous, threatening, abusive, offensive, obscene, vulgar, defamatory, or hateful.
   3. Misrepresentation: Falsely representing that Output was generated by a human when it was not.
   4. Competitive Use of Output: Using Output to develop models that compete directly with our Services.
   5. Account Trading: Buying, selling, trading, or transferring your account to anyone else.
   6. Circumvention of Regional Restrictions: Utilizing proxies, VPNs, or other tools to bypass regional restrictions.
   7. Unfair Advantages: Engaging in cheating, hacking, botting, boosting, or tampering activities that provide unfair advantages or detrimentally affect other users' experiences.
   8. Network Attacks: Conducting DDoS (Distributed Denial-of-Service) attacks using multiple compromised systems to disrupt normal traffic of our server, services, or network.
   9. Inappropriate Solicitation: Grooming or encouraging other users to engage in illegal or inappropriate acts.
   10. Inappropriate Usernames: Creating usernames that are offensive, including those containing profanity, sexual references, hate speech, or political figures.
   11. Detrimental Acts: Engaging in activities that are detrimental or damaging to the Company, its services, or any third party.
   12. Defamation: Slandering, defaming, or violating the privacy or prestige of the Company or any third party.
   13. Rights Violations: Violating the rights of any parties involved or related to the Services, including intellectual property rights, privacy, and rights to one’s likeness and credibility.
   14. Other Prohibited Acts: Engaging in any activity deemed prohibited by the Company, as communicated via notification or public announcement.
2. Disciplinary ActionsIn cases where you or your end user commits any of the aforementioned acts, or violates this Agreement, the Company reserves the right to take disciplinary actions at its discretion. Actions 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. We also reserve the right to terminate the access of you or your end users to the Services and to seek restitution for any damages caused by such prohibited conducts.

Privacy

1. We respect the privacy of you and end users and is committed to protecting the privacy and security of your personal data. Please read the Company’s Privacy Policy, a separate document that explains how the Company collects and uses personal information.
2. You understand and agree that, if you integrate Vidu in your own products which involve the processing of personal information of end users, you shall:
   1. Provide us with the list of the applications which you have independent intellectual property rights, including websites, client, applications, software, etc., and apply the principle of data minimization.
   2. Obtain legal, valid and sufficient authorization from the personal information subjects, and inform the subjects of the privacy policy of your products in a conspicuous manner.
   3. Cooperate with us to respond to the request of the personal information subjects and assume the obligations of protecting personal information.

Report Unlawful and Prohibited Content

1. If you encounter content on our Services that you believe violates this Agreement (including any prohibited acts listed in Clause 8), please report this to us using the contact information provided in Clause 16 of this Agreement. When reporting, clearly identify and describe the offending content, specifying its exact location on the Services, and explain why the content should be considered a violation of this Agreement and removed.
2. We respect the intellectual property rights of others and expect the same from our users. If you are a copyright owner, or an authorized agent, and believe that any content within the Services infringes upon your copyrights, you may file an infringement notification through the contact details listed in Clause 16 of this Agreement.
3. Upon receiving a complete notification of alleged violation, we reserve the right to take actions we consider appropriate at our own discretion. This includes requesting that you cease using content you believe to violate this Agreement, and/or the removal or deactivation of the reported content. Should we determine any content you have posted to be 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 in compliance with applicable laws.
4. Should we remove any content you have published that is deemed manifestly unlawful and in violation of this Agreement, we reserve the right to terminate your account. Any such termination will be conducted in accordance with the terms of this Agreement and in compliance with applicable legal requirements.

Links to Third-Party Services

Termination of the Agreement

1. Automictic 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 survive the termination.
2. If you no longer need our services due to your own reasons, you can apply for cancellation of your registration. After the application is approved, you will no longer use the services under this Agreement.
3. Unless due to circumstances expressly stated in this Agreement or any fault of the Company, upon termination of this Agreement, you are generally not entitled to a prorated refund of any part of the Subscription fee paid for the current subscription period.

Force Majeure

1. Neither party shall be held responsible for any failure to perform its obligations under this Agreement, if such failure is a result of a Force Majeure event. A Force Majeure event refers to any unforeseeable circumstances that are beyond the control of the parties and make normal performance impossible，including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of communication facilities, fuel, energy, labor or materials, computer viruses or hacker attacks, service interruptions of suppliers.
2. The occurrence of a Force Majeure event does not relieve either party from any obligation that had arisen before the event, including but not limited to the obligation to make timely monetary payments that matured prior to the event. During an event of Force Majeure, we shall have no liability for:
   1. Any costs, losses, expenses, damages, or the payment of any part of the transaction price stipulated in this Agreement.
   2. Any delay costs incurred due to the event of Force Majeure.

Severability

Governing Law and Jurisdiction

1. Governing Law: This Agreement and any actions related thereto shall be governed by the laws of Hong Kong, excluding its conflict of law provisions.
2. Dispute Resolution: All disputes arising out of or in connection with this Agreement shall be resolved exclusively through final and binding arbitration conducted under the Rules of the Hong Kong International Arbitration Centre (HKIAC). The arbitration shall be conducted by one or more arbitrators appointed in accordance with these Rules.

Contact Information