Terms and Conditions

This Service Agreement (including all updates, supplements and additional terms, hereinafter referred to as the "Agreement") constitutes a legally binding contract between you (the "User") and Mentalok (Hong Kong) Limited and its affiliated companies (collectively, "we," "our," or "us") regarding your use of our products and services (including but not limited to programmable interfaces, software, tools, data and websites, hereinafter referred to as the "Services"). We urge you to carefully read and fully understand all terms of this Agreement before using our Services.

By proceeding with account registration on MentaLab, you confirm that you have been provided with, read, and understood all terms of this Agreement. Your successful registration constitutes acceptance of this Agreement and creates a binding obligation to comply with all its terms. You understand the legal implications of the rights, obligations, and limitations or exclusions of liability contained herein. This Agreement becomes effective immediately upon completion of your registration. Additionally, any subsequent use of our Services reaffirms your acceptance of and ongoing obligation to comply with this Agreement, which shall govern all aspects of the relationship between you and us.

In addition to this Agreement, the MENTALOK.IO platform (hereinafter referred to as "MentaLab") maintains other governing documents, such as the Privacy Policy detailing our personal information collection and usage practices. All provisions within these additional documents must be adhered to; where such documents are silent, this Agreement shall take precedence. This Agreement also encompasses any other documents, guidelines, or policies that we may provide.

The MentaLab platform only provides services to: (a) individuals who are at least 18 years old and possess full civil capacity; and (b) legal entities or organisations that are properly incorporated and validly existing under their local laws and capable of fulfilling their obligations under this Agreement.

If you do not meet these eligibility requirements, please refrain from using our Services. We reserve the right to terminate service provision to ineligible users at any time. You must guarantee the accuracy of your identity information provided to us and comply with any identity verification procedures we may conduct periodically.

1.0. Registration and Access

1.1. Registration

Upon reading and accepting this Agreement, providing the required information, and completing registration, you become a MentaLab user. To enable us to provide appropriate services and maintain communication, you must provide accurate, current, and valid information including your name, email address, and mobile telephone number as requested.

To maintain the validity of your information, you must promptly update any changes to your details. In accordance with legal requirements, we conduct verification procedures to ensure your information remains current, accurate, and complete. Should we be unable to contact you using your provided information, you shall bear responsibility for any resulting adverse consequences.

We bear no responsibility for issues arising from inaccurate registration information or failure to update such information promptly. You may review and correct your information through our account settings page. Your registration must be completed using genuine identity information, and your chosen account name, avatar, profile, and other registration details must not contain illegal or harmful content. If we identify such issues during review, registration will be denied. Furthermore, if we discover post-registration that you used false information to obtain an account or that your account details contain illegal or harmful content, we reserve the right to unilaterally implement corrective measures, including but not limited to mandating corrections within a specified timeframe, suspending or terminating account usage, without prior notice.

1.2. Account Use

You must satisfy all MentaLab platform qualification requirements to use our Services. When using the Services on behalf of another party or entity, you must possess proper authorisation to accept these Terms on their behalf. All registration information you provide must be accurate and complete. You are prohibited from sharing your ID or account with third parties and are responsible for all activities occurring under your account.

1.3. Account Custody and Retrieval

Your MentaLab account consists of an account name and password. You may log in using your designated account name (including account ID or mobile telephone number) and password. You are responsible for maintaining account security and will bear any losses resulting from voluntary disclosure or third-party theft. If you lose access to your account due to personal circumstances and need to recover it, you must follow the MentaLab account recovery process and provide legally valid, accurate, and truthful information. If your provided information fails to meet requirements, you will not pass security verification, and we reserve the right to deny account recovery services.

If you are currently using a MentaLab account that you did not originally register or obtain through official MentaLab channels, you are prohibited from logging in or performing any account operations, even if you know the current password. You must promptly notify us or the original account registrant in such cases.

1.4. Account Transfer

1.4.1.

You may use your MentaLab account within the scope of this Agreement. You are prohibited from maliciously registering accounts or donating, lending, renting, transferring, or selling your account (with or without compensation) to non-original registrants. We retain sole discretion in addressing such actions, and you shall bear all resulting responsibilities. We further reserve the right to pursue legal action against violators, with all associated responsibilities borne by you.

1.4.2.

We may take the following actions in accordance with laws and regulations:

• If you violate laws, regulations, specific terms, or MentaLab business rules, we may independently evaluate and implement time-limited corrections, suspend usage, or terminate your account access at any time, determining potential reinstatement based on circumstances.
• If we determine you are not the original account registrant, we may terminate your account access without notice.
• You shall bear any losses (including but not limited to service interruption, user information deletion, email loss, and related data loss) resulting from our correction, suspension, or termination of your account access in accordance with these rules or relevant laws and regulations.

1.5. Account Recovery

To prevent resource misallocation, we reserve the right to cancel accounts that remain inactive for 24 consecutive months (including no login activity through approved MentaLab methods). Upon cancellation, you will lose access to account-related services. For accounts with pending transactions or remaining balances, we will provide reasonable assistance following MentaLab instructions.

1.6. Account Security

You are responsible for establishing and maintaining account security. We will never proactively request your account password. We recommend implementing specific security measures, including but not limited to installing anti-virus and anti-malware software, regularly updating passwords, and taking other protective measures.

1.7. Account Cancellation

1.7.1.

To cancel your MentaLab account services, you must meet these conditions:

• You may only cancel your own account following MentaLab's prescribed process;
• You remain responsible for all actions taken before cancellation and during service usage; and
• You acknowledge that account termination will result in the deletion of your User Content from our active databases.

2.0. Requirements for Use

2.1. Use of the Services

Subject to your compliance with this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable right to access and use our Services solely for your internal business or personal purposes. Our Services may incorporate or utilise third-party AI services ("Third-Party AI Service Providers"), and by using our Services, you explicitly acknowledge and agree to:

• Comply with all applicable terms and conditions of such third-party AI services;
• Accept that your use of any third-party AI services through our platform may be subject to additional restrictions or limitations imposed by the respective service providers; and
• Understand that we may modify, suspend, or discontinue access to any third-party AI services at any time without prior notice.

2.2. Feedback

We value your feedback and suggestions for improving our services. By providing feedback, you grant us permission to utilise it for service enhancement and other reasonable business purposes.

2.3. Prohibited Activities

You are strictly prohibited from:

2.3.1.

Using the services in any way that violates, misappropriates, or infringes third-party rights;

2.3.2.

Attempting to uncover the services' models, algorithms, source codes, or underlying system components through reverse engineering, decompilation, disassembly, translation, or similar means (except where such restrictions violate applicable laws);

2.3.3.

Utilising the services to develop competing basic models or large-scale models;

2.3.4.

Extracting data from the services through web scraping, harvesting, or any automated data extraction methods;

2.3.5.

Misrepresenting artificially generated service output as natural or human-generated;

2.3.6.

Engaging in unauthorised purchase, sale, or transfer of API keys; or

2.3.7.

Providing personal information of minors. Additionally, you must adhere to all rate limitations and requirements specified in our documentation and that of third-party service providers specified in Clause 2.4.

2.4. Third-party Services

When using software, services, or products from Third-party AI Service Providers or other third parties ("Third-Party Service Providers") in conjunction with our services, you are bound by their respective terms. We assume no responsibility or liability for third-party products.

2.5. Prohibited User Conduct

As a condition of use, you agree not to use the services for any purpose prohibited by this Agreement or applicable laws. Specifically, you shall not (and shall not permit any third party to):

2.5.1.

Infringe upon any intellectual property rights, including patents, trademarks, trade secrets, or copyrights;

2.5.2.

Engage in threatening, abusive, harassing, defamatory, fraudulent, privacy-invading, obscene, or otherwise inappropriate behaviour;

2.5.3.

Distribute unauthorised or unsolicited advertising, spam emails, mass messages, or conduct unwanted telephone campaigns;

2.5.4.

Disrupt or attempt to interfere with normal service operations or use the services in unauthorised ways; or

2.5.5.

Participate in potentially harmful activities targeting the services, including but not limited to: attempting to breach security features, using automated tools to access or scrape content, introducing malicious code, or interfering with other users' access through overloading, spamming, or system crashes.

2.6. Service Monitoring and Enforcement

Whilst we maintain the right to monitor and review services and content at any time, retaining usage records as required by law, we are not obligated to do so. Although we generally do not actively monitor user activities, we reserve the following rights to protect our services, users and legal obligations:

3.0. Content

3.1. Your Content

When using our services, you may provide input content ("Input Content") and receive generated output content ("Output Content") in response. Both types of content are collectively referred to as "Content". You retain the right to provide Input Content within the bounds of applicable laws. You may exercise all rights to the Output Content, subject to compliance with applicable laws and third-party rights. You bear full responsibility for ensuring the authenticity, accuracy, legality and compliance of all Output Content.

By submitting Content, you consent to our collection of your Input Content, including personal information, for service provision purposes. You warrant that all Input Content - including but not limited to information, data, images, fonts, audio, video, materials and code - is legal, compliant, truthful and accurate, and does not infringe upon any third party's legitimate interests or intellectual property rights. You further guarantee that Input Content contains no personal information, private data, trade secrets, confidential information or other content that could violate third-party rights. You assume sole responsibility for any consequences or liability arising from damage to third-party interests or unauthorised disclosure of confidential information or trade secrets. We reserve the right to seek compensation from you for any losses we incur, including payments to affected third parties.

You maintain full responsibility for ensuring all Content complies with applicable laws and this Agreement. The Output Content must not be used to generate discriminatory content, harm others' reputation or interests, or for improper commercial exploitation or marketing. You must implement appropriate manual review processes for Output Content, particularly when used in automated decision-making systems.

To prevent misunderstanding, you must clearly mark and identify any Output Content as AI-generated when sharing it with customers or third parties.

3.2. Files and Data Management

You may upload files and data to our designated servers according to specified size and type parameters. We extract relevant information from your uploaded content solely for query processing purposes and will not interfere with your uploaded files and data.

3.3. Content Similarity

Due to the fundamental nature of machine learning technology, Output Content may not be unique across users. Our services may generate identical or similar outputs for multiple users or for our own purposes. The same response another user might receive for submitting a similar query. Such similar queries and responses from other users are not considered your Content and/or Input Content.

3.4. Content Confidentiality

We commit to using your content strictly for service provision purposes. Access is limited to personnel with a legitimate need-to-know basis for service delivery, all of whom are bound by confidentiality obligations.

3.5. Accuracy Considerations

As rapidly evolving fields, AI and machine learning technologies are continuously improving. Whilst we strive to enhance our services' accuracy, reliability, safety and utility, the probabilistic nature of machine learning means that outputs may sometimes be incorrect or fail to accurately reflect real individuals, locations or facts. You are responsible for evaluating Output Content accuracy for your specific use case, including implementing appropriate manual review processes.

3.6. Content Complaints

If you discover Output Content that infringes upon third-party rights regarding likeness, reputation, personality, privacy, trade secrets, or confidential information, please contact info@mentalok.io. We will take appropriate action, which may include:

• Notifying the alleged infringer
• Evaluating the infringement claim
• Suspending or stopping generation of infringing content
• Removing or disabling access to suspected infringing content
• Terminating accounts of repeat infringers

The written claim of infringement shall include the following information:

3.6.1.

The physical or electronic signature of the authorised representative of the intellectual property right owner;

3.6.2.

The description of your alleged infringed work;

3.6.3.

The description of the location of your alleged infringing materials at the website;

3.6.4.

Your address, telephone number and email;

3.6.5.

Your statement indicating that you believe in good faith that the disputed use is not authorised by the intellectual property right owner or its agent or by law; and

3.6.6.

Your statement that the aforementioned information in your notice is accurate and that you are the intellectual property right owner or the authorised representative thereof.

4.0. Intellectual Property Rights

4.1. Our Rights

All rights, title, and interest in and to the Services, including all intellectual property rights, remain our exclusive property. Nothing in this Agreement transfers any such rights to you.

4.2. License to Use

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable license to access and use the Services for your internal purposes.

5.0. Privacy and Data Protection

5.1. Data Processing

We process your personal data in accordance with our Privacy Policy. By using our Services, you consent to such processing and warrant that all data you provide is accurate.

5.2. Security Measures

We implement appropriate technical and organizational measures to protect your data. However, no internet transmission is completely secure, and we cannot guarantee the security of data transmitted to our Services.

6.0. Liability

6.1. Limitation of Liability

To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses.

6.2. Maximum Liability

Our maximum liability under this Agreement shall not exceed the amount you paid us in the 12 months preceding the claim or HKD 100, whichever is greater.

7.0. Term and Termination

7.1. Term

This Agreement remains in effect until terminated by either party. You may terminate by discontinuing use of our Services. We may terminate or suspend your access at any time for any reason.

7.2. Effects of Termination

Upon termination, your right to use the Services will immediately cease. All provisions that should survive termination shall continue in effect.

8.0. Governing Law and Jurisdiction

8.1. Applicable Laws

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region ("Hong Kong"), without regard to its conflict of law provisions.

8.2. Dispute Resolution

Any dispute arising from or relating to this Agreement shall be resolved through friendly negotiations. If negotiations fail, either party may submit the dispute to the courts of Hong Kong, which shall have exclusive jurisdiction.

9.0. General terms

9.1. Relationship of the two parties

Nothing contained in this Agreement shall be construed as creating any partnership, joint venture or agent relationship between you and us or any of our affiliate. Without the prior written consent of the other party, any party has no right to bind the other party or represent the other party to assume obligations.

9.2. Use of brand

Without our prior written consent, you shall not use the name, logo or trade mark of us or any of our affiliate.

9.3. Transfer and assignment

You shall not transfer or assign any right or obligation under this Agreement, including any rights or obligations related to the change in control. Any purported transfer and assignment shall be void. We may transfer this Agreement at the time of a merger, acquisition, or sale of all or substantially all of our assets, or transfer this Agreement to any of our affiliate or as part of corporate restructuring.

9.4. Modifications

We may modify this Agreement and our rules from time to time based on the enactment of laws and regulations, the development of the Internet, and the adjustments to our operations and business strategies. We will notify you thereof in an appropriate manner, and you can view the latest version on the relevant pages. If any change has a material adverse impact on your rights or obligations under this Agreement, we will notify you by means of message or via email; and such change will take effect within 10 days after we notify you thereof. All other changes will become effective immediately upon being published. By continuing to use the services after changes, you have consented to such changes.

9.5. Notice

We may give you a notice by means of message, or using your registration information, via email related to your use of the services. If the notice is sent by email, it is deemed to have been received on the date when the email is sent.

9.6. Waiver and severability

The failure on your part to comply with this Agreement and the failure on our part to take actions immediately shall not be construed as a waiver by us of our rights. Unless otherwise provided in Section 8, if any provision of this Agreement is determined by any court of competent jurisdiction to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the enforceability of other provisions will not be affected.

9.7. Regional Availability and Compliance

Our Services are available globally, but certain features may be restricted in some regions due to local laws and regulations. You agree to:

9.7.1.

Use our Services in compliance with your local laws;

9.7.2.

Accept that service availability may vary by region;

9.7.3.

Notify us if you believe certain features shouldn't be available in your region;

9.7.4.

Comply with applicable export control laws in your jurisdiction

If you're unsure about service availability or specific features in your region, please contact us at info@mentalok.io for clarification.

9.8. Entire Agreement

This Agreement and any policy contained herein constitute the entire agreement between you and us with respect to the use of the services, and supersede any and all prior or contemporaneous agreements between you and us regarding such services, except for any specific service use terms or any applicable agreements.

9.9. Language

This Agreement is written in English. Whilst translations into other languages may be provided for convenience, the English version shall be controlling in the event of any conflict or discrepancy. If English is not your first language and you need clarification, please contact us before accepting this Agreement.

9.10. Service Disruptions

We strive to maintain consistent service availability. However, disruptions may occur due to:

9.10.1

Technical issues beyond our reasonable control;

9.10.2

Scheduled maintenance (we'll provide advance notice when possible);

9.10.3

Major internet outages or infrastructure problems;

9.10.4

Natural disasters or other force majeure events; and

9.10.5

Changes in laws or regulations affecting our services.

During such disruptions, we will:

• Work to restore services as quickly as possible;
• Keep you informed about significant disruptions; and
• Make reasonable adjustments to word count allocations if disruptions significantly impact service availability.

9.11. Consumer Protection

If you're using our Services as an individual consumer, you have certain rights under your local consumer protection laws. Nothing in this Agreement limits or excludes:

• Your statutory rights under applicable consumer protection laws;
• Our liability for death or personal injury caused by our negligence; and
• Any other liability that cannot be excluded by law.

Where any term conflicts with your statutory rights, your statutory rights will prevail.