Terms of Service



Thank you for using Happy Oyster! Before accessing our Services, please read these terms of service.

These terms of service govern your access and use of Happy Oyster and other services accessible via happyoyster.cn and software applications (collectively, the “Services”), made available by SLEEPLESS HORIZON TECHNOLOGY PRIVATE LIMITED (“Happy Oyster”, “we”, “us”, or “our”). These Terms explain what rights you have with respect to your inputs and generated content, your use of the Services, and other important topics.



Please carefully read this Agreement, along with our Privacy Policy, and all other documents referenced herein (collectively, the “Terms”). By using or accessing our Services, you agree to be bound by these Terms, as may be updated from time to time.



We may, at any time and in our sole and absolute discretion, update these Terms, and/or any other terms we may have prescribed in connection with the Services. We may notify you of changes to our Terms by updating the Terms on the website or applications through which our Services are provided, via email to you, and/or through any other means that we believe to be appropriate. If you do not accept any such changes, you must immediately instruct us in writing to terminate your account and you must immediately cease accessing and/or using our Services. If you continue to maintain your account or to access and/or use the Services after such notification, you shall be deemed to have agreed to the updated Terms.



I. Account Registration and Security

1. Minimum Age. 

(a) Any person who is under 13 years of age, or under the minimum age required by the laws applicable in your jurisdiction (the “Minimum Age”), must not access or use the Services.

(b) If you meet the Minimum Age but have not yet reached the age of majority under the laws of your jurisdiction (the “Majority Age”), you may register for and use an Happy Oyster Account on our websites and/or apps only through a parent or legal guardian. In such case, your parent or legal guardian acts on your behalf and agrees to this Agreement for you.

(c) If you are considered a minor in your country or region, additional age-based limitations may apply to your use of the Services, whether imposed by us or by third-party providers in connection with particular Services. As a result, you may not be able to use, or may only have restricted access to, certain features or Services (including, by way of example, rewards programmes, top-ups and tipping) unless assisted by a parent or legal guardian.



2. Account Registration. To access our Services, we may require you to apply for an account and log into the Services using your account. You agree that we have sole and absolute discretion as to whether to create an account for you, and we have no obligation to provide any reasons for or information in connection with any unsuccessful application for an account or the restriction, suspension, or termination of any account.



You agree that, if you apply for an account:

(a) we may require you to meet certain eligibility criteria that we set from time to time;

(b) you shall provide us with such information, materials, documentation, and assistance as we may require or as may be required under applicable law from time to time; and

(c) you represent, warrant, and undertake to us now and on an ongoing basis that:

(i) all information, materials, and documentation that you provide or make available to us are accurate, up-to-date, and complete; and

(ii) you are not subject to any economic, financial, trade, immigration, aircraft, shipping, or other sanctions, export controls, trade embargoes, or restrictive measures ("Sanctions") imposed, administered or enforced in any jurisdiction; and

(iii) you are not listed on or owned or controlled by any person listed on any list issued or maintained by any government or regulatory agency, department, or authority in any jurisdiction responsible for the imposition, administration, or enforcement of Sanctions.

(d) you agree to comply with all applicable trade and economic sanctions laws, including export control requirements. You must not access or use the Services in, from, or for the benefit of any person or organisation with whom transactions are prohibited or limited under applicable trade restrictions. You must not use the Services for any purpose or end use that is prohibited by applicable trade laws. In addition, your Inputs must not contain any data, content, or other materials the disclosure, transfer, export, or re-export of which would require a governmental licence or authorisation.





3. Account Security. We employ industry-standard security measures to protect your account. Your account is personal to you and is meant only for your usage. You must not share your account credentials or allow anyone else to access or use your account, or borrow, rent, transfer, or sell any account. If you become aware of any unauthorized access to your account, have reason to believe that your account credentials have been compromised, or that your account has been accessed or used by a third party, you must notify us immediately through the contact details set out at the bottom of these Terms. You agree and acknowledge that:

(a) it is your sole responsibility to maintain the security and confidentiality of your account and to keep your account credentials secure and confidential;

(b) you are solely responsible for all activities that are attributable to your account; and

(c) we shall not be liable for any unauthorised access or use of your account, regardless of whether we have been notified of any suspicious or unauthorised activity, or compromise of your credentials.



4. Restriction, Suspension or Termination. Happy Oyster shall have the right to take any enforcement actions as it deems appropriate at Happy Oyster’s sole discretion, including but not limited to giving a written warning to you, removing any User Content (as defined below) submitted or published by you to the relevant features or functions of the Services, recovering damages or other monetary compensation from you, suspending or terminating your account with Happy Oyster, or suspending your subscription to any Service (or any aspect thereof). We shall also have the right to restrict, suspend, or terminate your account in relation to, your access to, and/or your use of any other products or services provided by Happy Oyster, and/or prohibit you from applying to create an account or accessing or using any of our products or services now or in the future.



Without limiting the generality of the foregoing, we have the right to restrict, suspend or terminate your account and/or your access to or use of the Services (or any features within the Services), and/or remove any content stored on any systems associated with the Services, at our sole and absolute discretion, with or without notice to you, and with or without providing any explanation, including without limitation where: (a) required under applicable law; (b) any of our service providers are unable to support your use thereof; (c) in our sole and absolute opinion, you are in breach of these Terms or any other terms as between you and us; or (d) we have reason to believe that you may have or are likely to circumvent any controls or restrictions in connection with the Services, or abuse any features, offers, promotions which we may offer from time to time in connection with the Services.



II. Use of Our Services

You agree that you shall access and use our Services only in compliance with all applicable laws as well as these Terms, third-party rights (including without limitation contractual and Intellectual Property Rights), any documentation, guidelines, or policies we may post on or make available via the Services, and any additional terms and conditions as we may specify from time to time.



1. What You Cannot Do. Without prejudice to the generality of the foregoing, you shall not do or attempt to do any of the following:

(a) without proper permission, remove, obscure, modify, and/or tamper with any label or watermark applied in connection with the Outputs (as defined below);

(b) recompile, decompile, disassemble, reverse engineer, or determine or attempt to determine any source code, algorithms, methods, techniques, or any underlying components (including without limitation the training data, model, parameters, or weights);

(c) interact with, extract, or download any information, data or content from the Services (including without limitation the Outputs) in an automated manner;

(d) scrape, mine, or distil any information, data or content from the Services (including without limitation the Outputs) whether using scripts, engines, software, tools, agents, devices, data mining tools, scraping techniques, distillation techniques, or other means or mechanisms, in each case whether manual or automated;

(e) create, recreate, distribute, or advertise an index of any significant portion of the information, data, or content (including without limitation the Outputs) made available via the Services;

(f) use any information, data, or content (including without limitation the Outputs) made available via the Services to develop or improve any products or services (including without limitation any models) that compete with or are similar in functionality to the Services (or any aspect thereof);

(g) use the Services or Outputs to obtain unauthorized access to any system or information or to deceive any person;

(h) access or use the Services or Outputs in any way that may infringe, misappropriate, or violate any applicable law or third-party rights (including without limitation any Intellectual Property Rights or rights of publicity or privacy);

(i) probe, scan, or test the vulnerability of, or attempt to circumvent any security or authentication measures or features, functionalities, data, information or content that you are not authorised to access;

(j) interfere with, 'jailbreak', or disrupt the proper working of the Services (or any part thereof), and/or any website or any networks connected to the Services, whether via 'prompt injections' or otherwise;

(k) access or use the Services or Outputs in any way that may abuse, harm, interfere with, or disrupt the integrity or performance of our Services or any person's enjoyment or legitimate use of the same; and/or

(l) engage in any conduct that restricts or inhibits any person from using or enjoying our Services, or that we reasonably believe exposes us or any of our users, affiliates, or any other third party to any liability, damages, or detriment of any type, including reputational harm.



2. Usage Restrictions. You agree that it is a continuing condition of your access and/or use of the Services that you comply at all times with our Usage Policy or via such other means as we may specify from time to time. Please review our Usage Policy carefully before using our Services. We may use automated detection and monitoring mechanisms to identify and act upon non-compliance with our Usage Policy. Without prejudice to generality of the foregoing, you further agree that:

2.1 Do not compromise critical infrastructure or national security;

2.2 Do not use the Services to generate any content for political campaigns;

2.3 Do not incite, facilitate, or promote violent extremism, terrorism, or hateful behavior;

2.4 Do not submit content or create any sexually explicit or suggestive content, or other visually shocking or disturbing content;

2.5 Do not compromise children’s safety;

2.6 Do not compromise someone’s privacy or identity;

2.7 Do not submit content or create any content that is inherently disrespectful, aggressive, hateful, or otherwise abusive, or which may cause any other person harassment, alarm, distress, or humiliation, or which may incite feelings of enmity, hatred, hostility, or violence, or which may tend to instigate conduct that could cause harm to any person;

2.8 Do not spread misinformation;

2.9 Do not use, disclose, or distribute any Outputs in a deceptive, and/or misleading, manner, including without limitation any Outputs which contain any false statement or which depict any person in a false or misleading manner; and

2.10 Do not perform or facilitate the activities that may significantly affect the safety, wellbeing, or rights of others, such as providing tailored legal, medical/health, or financial advice, making automated decisions in domains that affect an individual’s rights or well-being, and similar activities. You further agree and acknowledge that we do not (and shall not be considered to): (1) direct, induce, authorise, procure or assist in; (2) have any common intention or share any common design with you in respect of; (3) instigate you, or engage in any conspiracy with you in order to the doing of, or intentionally aid, or abet; and/or (4) agree with or consent to you performing, any act and/or omission prohibited under these Terms and/or applicable law.



3. Third-Party Services. Our Services may include or be provided via or through third-party software, products, or services (the “Third-Party Services”). Any such Third-Party Services are subject to their own terms, and we disclaim all liability in connection with them.



III. User Content

1. User Content. We may, from time to time and at our sole and absolute discretion, allow you to submit text, images, videos, documents, or other materials to our Services for processing (the “Inputs”). Information, data, documents, images, videos, and/or other material may be generated at your request, based on your Inputs (the “Outputs”). Inputs and Outputs are collectively referred to in these Terms as “User Content”.



You are responsible for all Inputs you submit to our Services and Outputs generated in response to your Inputs. By submitting Inputs to our Services, you represent and warrant that:

(a) you have all rights, licences, clearances, consents, and permissions that are necessary for you to submit the Inputs to us for all purposes described or contemplated under these Terms, for us to process the Inputs under our Terms, and for you to grant us all rights described or contemplated under these Terms;

(b) your submitting Inputs to us or our processing of any Inputs as described or contemplated in these Terms:

(i) will not violate our Terms, applicable law, or any third-party rights (including without limitation any intellectual property, confidentiality, or contractual rights); and

(ii) will not require us to comply with any additional licence or contractual terms beyond those set out herein, including without limitation any obligations to disclose, redistribute, or provide access to any source code, licence any material to any third-party, or redistribute any material at no charge;

(c) the Inputs (in whole or in part):

(i) are not offensive, inappropriate, illegal, or objectionable in any way;

(ii) are not pornographic, nor do they contain profanity;

(iii) are not defamatory or libellous;

(iv) are not inaccurate, false, or misleading;

(v) are not confidential or proprietary;

(vi) do not contain any harmful inputs, code, or files that contain viruses, trojans, worms, time bombs, logic bombs or other material that is malicious or technologically harmful;

(vii) do not contain any 'prompt injections' or other inputs intended or likely to circumvent any controls or restrictions in connection with the Services, or cause the Services to behave in an unexpected or unintended manner;

(viii) meet all requirements applicable in relation to content published on the Internet or other electronic platforms, including without limitation under applicable law and codes of practice issued by competent government authorities and agencies; and

(ix) will not expose us or any of our users to any harm or liability of any kind.



You further agree and acknowledge that:

(a) we shall have no liability in respect of any User Content. We do not represent or warrant the accuracy, integrity, appropriateness, quality of any User Content, nor that the User Content does not infringe any Intellectual Property Rights, and under no circumstances shall we be liable in any way in connection with any User Content (including for the avoidance of doubt any third-party materials incorporated in User Content);

(b) you are solely responsible for the form, content and accuracy of all User Content. User Content is not verified or approved by us. We do not assume any obligation to remove, validate, screen, verify or edit any User Content;

(c) all User Content shall be deemed to be non-confidential and non-proprietary. We shall not be under any obligation of confidentiality to you regarding any User Content unless agreed otherwise in a separate direct contract between you and us or required under applicable law;

(d) we, or third parties we authorise, shall have the right to cut, crop, modify, adapt, edit, and/or refuse to publish, store, or make available, User Content at our or their sole and absolute discretion. We may, but are not obliged to, remove, disallow, block or delete any User Content: (i) that we believe may be in breach of these Terms; or (ii) in response to complaints from other users or third parties, with or without notice to you, with or without providing any reason, and without any liability to you;

(e) we may process any User Content to improve our services and/or develop new products and services (including without limitation for our internal business purposes and/or for other customers). Without prejudice to the scope of the foregoing licence, we may, in compliance with applicable law, use and otherwise process usage data, aggregated data and/or Inputs for legitimate business purposes, including (without limitation): (i) using and storing User Content that is not personal data to create, validate, refine, train and/or otherwise develop the artificial intelligence and/or machine learning models, systems, architectures, weights, and related technology used by us in connection with the Services; and (ii) processing and storing such User Content outside of the jurisdiction where you are using the Services;

(f) we may collect performance and usage metrics and data regarding your access and/or use of the Services, including model versions, inferences, upload times, as well as processing, diagnostic and other data, and we may use such metrics and data to improve the quality and other aspects of the Services and its underlying technologies; and

(g) if you activate functions of Services (as applicable, and we may in our sole and absolute discretion make available from time to time) which permit public sharing of any User Content, you agree and acknowledge that despite any provision under these Terms, anyone with whom you have shared such content may access, use, save, reproduce, distribute, display, and transmit such content freely, and we shall not be liable to you in connection with the foregoing.



2. Ownership of User Content. As between you and Happy Oyster, and to the extent permitted under applicable law, you (a) continue to hold any ownership rights you have in your Inputs, and (b) will own the Outputs. To the extent we have any right, title, or interest in the Outputs, we hereby assign all such right, title and interest to you.



You agree and acknowledge that the Outputs may not be unique and may be similar or identical across users, and your rights in certain Outputs (if any) may not extend to other Outputs generated at the request of other users.



3. Our Use of User Content. We generally use User Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe. If you have concerns or questions about our use of User Content, please write to us via the contact details set out at the bottom of these Terms.



You shall ensure (or shall procure and ensure, if you are not the owner of the User Content) that we and our affiliates are granted an unconditional, irrevocable, non-exclusive, royalty-free, fully transferable, sub-licensable, perpetual, worldwide licence, to access, use, host, modify, communicate, reproduce, adapt, make derivative works of, publish, perform, and/or distribute any User Content, and/or authorise any of the foregoing, in any format and on any platform, either now known or hereinafter invented. You further grant us an unconditional, irrevocable, non-exclusive, royalty-free, fully transferable, sub-licensable, perpetual, worldwide licence to use your user name(s), image(s), and likeness(es) to identify you as the source of any User Content. We shall also have the right to disclose your identity to third parties, including without limitation our advisors, sub-contractors, any third party who is claiming that any User Content constitutes a violation of their IPR or other rights.



In each case, in connection with the User Content, or any portion thereof, you hereby waive (and/or shall procure and ensure the same):

(a) any rights to prior inspection or approval of any marketing or promotional materials related to User Content;

(b) any and all rights of privacy or publicity;

(c) moral rights as defined under the Copyright Act 2021 of Singapore, the rights described in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886, or any other rights of a similar nature.



To the extent any such rights cannot be waived, you hereby undertake (or shall procure and ensure the same) that any and all such rights shall not be asserted or enforced, and that you shall not support, maintain or permit any action based on any such rights in connection with any User Content.



4. Reliance on Outputs. You acknowledge and agree that artificial intelligence is emerging technology that is under rapid development and hence is still improving in accuracy, reliability and safety. You therefore agree and acknowledge that:

(a) Outputs may: (i) be inaccurate, misleading, incomplete, erroneous, or lack context; and (ii) contain inappropriate, unintended, and/or offensive elements. You shall be solely responsible for preparing, selecting, and inputting appropriate Inputs to produce your desired Outputs, and reviewing the Outputs, and verifying their accuracy, appropriateness, reliability, and fitness for your specific use case. You accept sole responsibility and assume all risk of any misunderstandings, inaccuracies, and/or lack of context in the Outputs;

(b) any Output is generated for you at your request, and will not necessarily reflect our views, opinions, or beliefs;

(c) you must not depend solely on the Outputs from our Services for any factual information or as a definitive source of truth. Any and all Outputs:

(i) shall not constitute (nor be treated as), nor be a substitute for, any professional, medical, legal, reliable, or accurate advice or information;

(ii) shall not be used as a basis for making any professional, medical, legal, business, or financial decisions;

(iii) shall not be used for any purposes that could legally or substantially affect any person, such as making decisions related to credit, education, employment, housing, insurance, legal matters, medical issues, or other significant decisions, assessments, or judgments concerning any person; and

(iv) are not intended for use in, or in association with, any regulated uses, including without limitation in any dangerous environments or in relation to any critical systems that may lead to serious bodily injury or death or cause environmental, property, or other damage.



IV. User Feedback

We appreciate feedback. If you provide us with any feedback, comments, suggestions, and/or responses to any surveys, or rate any Outputs (such as by using the thumbs up/thumbs down button next to Outputs) (the “User Feedback”), you agree that by providing such User Feedback to us:

(a) we may store your User Feedback; we shall own all right, title, and interest in and to such User Feedback, and we may use such User Feedback however we choose without any obligation or payment to you. You shall do, execute, or procure to be done and executed all such further acts, deeds, things, and documents as may be necessary to assign all rights, title, and interest in and to such User Feedback to us;

(b) we have no obligation to review, consider, address, or act upon any User Feedback, or to return all or part of any User Feedback; and

(c) you have provided such User Feedback on a non-confidential basis, and we are not under any obligation to keep the User Feedback confidential or to refrain from using or disclosing it in any way.



V. Intellectual Property Rights



1. Save in respect of User Content, Happy Oyster and its affiliates are the sole owner or lawful licensee of all rights and interests (including Intellectual Property Rights) in the Services, including without limitation any documentation, software, images, videos, audio, text, models, databases, content and any other materials forming part of or used in connection with the Services. All rights not expressly granted to you are reserved by us. “Alibaba”, “SLEEPLESS HORIZON”, “Happy Oyster” and related icons and logos are trademarks or service marks of SLEEPLESS HORIZON TECHNOLOGY PRIVATE LIMITED in various jurisdictions and are protected under applicable copyright, trade mark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited. Subject to your full and timely compliance with these Terms, we grant you a personal, limited, revocable, non-exclusive, and non-sublicensable licence to use our Intellectual Property Rights strictly to the extent necessary to allow you to access and/or use the Services in accordance with these Terms.



2. “Intellectual Property Rights” includes without limitation:

2.1 all rights, title and interest in and to all intellectual property rights, including any and all copyrights, patents, trade marks, service marks, logos, get-up, trade names, internet domain names, rights in designs, rights in computer software, database rights, semi-conductor topography rights, utility models and rights in know-how, in each case whether registrable or not, and including any applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world, and across all platforms and mediums whether now known or in the future invented;

2.2 all rights under licences, consents, orders, statutes or otherwise in relation to any of the rights referenced in sub-paragraph 2.1 above;

2.3 all rights of the same or similar effect or nature as or to those in sub-paragraphs 2.1 and 2.2 which now or in the future may subsist;

2.4 all rights to income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; and

2.5 all rights at law or in equity to sue for past or future infringements of any of the foregoing rights.



VI. Payment and Billing

1. Happy Oyster offers various Paid Services, including different grades of membership benefits (collectively, the "Paid Services"). The specific Paid Services and corresponding membership benefits are subject to announcements made on the relevant pages of the Services from time to time. Please understand that in order to improve the user experience and service, we may from time to time update and optimize the offering of Paid Services, functions, purchase programs, membership subscription programs or upgrade programs and user rights and interests, etc., and that the process of updating and optimizing may involve the downgrading or adjusting of some of the on-line functions and rights and interests.



2. If you purchase any Paid Services, you will provide complete and accurate billing information, including a valid payment method. You should follow the guidelines on the relevant function page on the Website/APP to complete the purchase. If your rights and interests are damaged for any reason, whether due to the wrong account number, wrong amount that you paid, wrong payment method, or otherwise, you are fully responsible for the losses and damages incurred and will not be compensated or indemnified.



3. Happy Oyster and its affiliates may charge you for the Paid Services through a third-party payment service provider. The third-party service provider’s terms of service shall govern and supersede this Agreement in case of conflict, solely with respect to payment processing.



4. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. You can cancel your paid subscription at any time. If your payment cannot be completed, we may downgrade your account or suspend your access to our Paid Services until payment is received.



5. All fees and amounts payable by you to us (collectively, the “Fees”) are exclusive of any taxes and duties, including VAT, GST, sales tax, and communication tax, required by applicable law (including local law or ordinance) (collectively, the “Taxes”).



6. You agree to notify us in a timely manner of any Taxes applicable to you with respect to any Fees paid by you hereunder and to provide us with any supporting documentation and information, including your registration number for such Taxes. If you are legally entitled to any exemption from Taxes, you agree to provide us with any required current tax exemption documentation for each applicable tax jurisdiction. We shall apply the tax exemption certificates to Fees under your Account occurring after the date we receive the tax exemption certificates. If, during the course of an audit by a taxing authority of our transactions with you hereunder, an exemption certificate you have provided is challenged as invalid, resulting in an assessment of any Taxes on us, you agree to reimburse us for the resulting Taxes, interest and penalties.



7. Please note that the validity period of the benefits you have obtained and the scope of benefits included shall be subject to all announcements in relation to benefits that are posted on the relevant pages of the Website/APP from time to time.

7.1 Membership benefits include Credit provided by us to enable you to redeem and obtain certain Happy Oyster services ("Credit"). The specific content, benefits, and usage rules of Credit are subject to the announcements and notices posted on the relevant pages of the Website/APP at the time of your subscription.

7.2 Once your subscription to membership benefits takes effect, the Credit provided under your membership benefits will be distributed to your account on a monthly basis during the subscription period. Unless otherwise specified on the relevant pages, the validity period of such Credit is one (1) month from the date of distribution to your account.

7.3 In the event of any changes to membership benefits, the date of Credit distribution will be adjusted accordingly, and the validity period of the Credit will be one (1) month from the updated distribution date as determined by the system. Credit that has already been distributed prior to any changes to membership benefits will remain unaffected.



8. Please be aware that we may limit the maximum number of devices that can be logged in to the Website/APP using the same Member Account and the number of devices that can be online simultaneously under the same Member Account. The specific rules are subject to the notices displayed on the relevant pages of the Website/APP. If you exceed the above limits, we will notify you in an appropriate manner. We have the right to take measures such as restricting login, restricting use, suspending or terminating your use of the Services based on your excessive usage.



9. Please note that each Paid Service and the corresponding paid rights and interests are limited to your own use through your registered user account. Without our written consent, each user is prohibited from granting, borrowing, renting, transferring, selling or otherwise licensing the use of the user account and the Paid Services and all rights and interests in relation to the user account to others in any form. If we find or have reasonable grounds to believe that the actual user is not the owner of the user account, in order to protect the user account and the security of user rights and interests, we have the right to immediately suspend or terminate the provision of the corresponding services or rights and interests to the user account. You should correctly use and properly store your user account credentials and maintain the confidentiality of your user account and password, so as to prevent any leakage, loss, theft and any other unauthorised actions.



10. We may change our prices from time to time. If we increase our subscription prices, we will give you prior notice by reasonable methods, such as product interface publication, platform announcement or in-site messages. Any price increase will take effect at least 15 days after the notices, so you can cancel the subscriptions if you do not agree to the price increase.



11. You understand that payments in respect of the Services are non-refundable, but for the paid subscriptions, you will not be charged after the current subscription period has ended. These Terms do not override any mandatory local laws regarding your cancellation rights.



12. If you are unable to use the purchased Paid Services due to any changes in applicable laws and regulations, government actions, changes in circumstances, or other factors, we will not be liable for any losses incurred by you as a result.



VII. Personal Data Protection

You agree that:

(a) it is a continuing condition of your access and/or use of the Services that you agree to our prevailing Privacy Policy, or via such other means as we may specify from time to time.

(b) your consents herein supplement and do not supersede nor replace, and are without prejudice to, cumulative and additional to, any other consents which you may have provided us and any other rights which we may have to collect, use, and/or disclose your personal data, with or without your consent, to the extent permitted under applicable law.



You agree that any processing of personal data which you disclose or make available to us (including without limitation in any User Content) is for your purposes and on your behalf only, and you remain responsible for complying with all applicable data protection requirements in relation to such personal data. Without limiting the generality of the foregoing, you represent, warrant, and undertake (at your sole cost and expense) that:

(a) you have obtained all necessary rights and consents in relation to the personal data, information or other material you upload, provide, store or share via the Services (including without limitation any facial signature and/or biometric data in any photos or videos which you provide to us), and without prejudice to the generality of the foregoing, you have obtained express consent from any applicable individuals to disclose and transfer such personal data, information, or other material to us:

(i) for the purposes of using these services, including without limitation as may be described or contemplated herein; and

(ii) for the purposes referred to in our Privacy Policy; and

(b) you shall provide all necessary notices to, and obtain any necessary consents from relevant third parties (such as any individuals) for the collection, use, processing, disclosure, and storage of the personal data (including without limitation by us and our affiliates); and

(c) all such consents referred to in (a) and (b) above have not been withdrawn.



VIII. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:

(a) OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS ONLY;

(b) WE AND OUR AFFILIATES AND LICENSORS MAKE NO GUARANTEES, REPRESENTATIONS, WARRANTIES, OR UNDERTAKINGS (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES (INCLUDING WITHOUT LIMITATION ANY OUTPUTS), AND DISCLAIM ALL GUARANTEES, REPRESENTATIONS, WARRANTIES, AND UNDERTAKINGS IN CONNECTION WITH THE SAME, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, RELIABILITY, UNBIASEDNESS, CONSISTENCY, INTEROPERABILITY, COMPLIANCE WITH DESCRIPTION OR OTHER REQUIREMENTS, SPECIFICATIONS, PARAMETERS, OR CRITERIA, COMPLIANCE WITH APPLICABLE LAW AND THIRD-PARTY RIGHTS (INCLUDING WITHOUT LIMITATION DATA PROTECTION AND EXPORT LAWS AND INTELLECTUAL PROPERTY RIGHTS), AND QUIET ENJOYMENT, FREEDOM FROM ANY MALICIOUS, ERRONEOUS, MANIPULATED, INAPPROPRIATE, POISONED, OR HARMFUL CODE OR DATA, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE;

(c) WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED; AND

(d) YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON ANY OUTPUT AS THE SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.



IX. Liability

1. YOU HEREBY IRREVOCABLY AGREE TO INDEMNIFY AND HOLD HAPPY OYSTER, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, LIABILITIES WHICH MAY ARISE FROM YOUR ACCESS TO OR USE OF THE SERVICES (INCLUDING BUT NOT LIMITED TO THE DISPLAY OF YOUR INFORMATION ON THE SERVICE PLATFORM, THE SUBMISSION OF UNLAWFUL USER CONTENT TO THE SERVICE OR THE RELEVANT ANCILLARY FEATURES OF ANY SERVICES, AND SIMILAR MATTERS.) OR FROM YOUR BREACH OF ANY OF THE TERMS, INCLUDING WITHOUT LIMITATION:

(a) ANY USER CONTENT OR INFORMATION, DATA, OR OTHER MATERIAL WHICH YOU PROVIDED OR MADE ACCESSIBLE TO US THAT WAS OR LATER BECAME FALSE, MISLEADING OR INCOMPLETE;

(b) ANY USER CONTENT (INCLUDING WITHOUT LIMITATION ANY DEFAMATORY, OFFENSIVE OR ILLICIT MATERIAL) GENERATED IN RESPONSE TO YOUR PROMPT AND/OR WHICH YOU SUBMITTED OR MADE AVAILABLE TO US;

(c) ANY USE, DISCLOSURE, OR DISTRIBUTION BY YOU OF OUTPUTS, OR USE, DISCLOSURE, OR DISTRIBUTION OF OUTPUTS GENERATED IN RESPONSE TO YOUR PROMPT, INCLUDING WITHOUT LIMITATION :

(I) IN A DECEPTIVE AND/OR MISLEADING MANNER;

(II) CONTAINING ANY FALSE STATEMENT OR DEPICTING ANY PERSON IN A FALSE OR MISLEADING MANNER; AND/OR

(III) WHICH MAY CAUSE ANY OTHER PERSON HARASSMENT, ALARM, DISTRESS, HUMILIATION, OR WHICH MAY INCITE FEELINGS OF ENMITY, HATRED, HOSTILITY, OR VIOLENCE, OR WHICH MAY TEND TO INSTIGATE CONDUCT THAT COULD CAUSE HARM TO ANY PERSON;

(d) ANY BREACH OF THESE TERMS BY YOU;

(e) ANY BREACH OF APPLICABLE LAW OR THIRD-PARTY RIGHTS, INCLUDING WITHOUT LIMITATION ANY ACT OR OMISSION BY YOU WHICH CAUSES US OR OUR AFFILIATES, OR ANY OF OUR RESPECTIVE DIRECTORS, OFFICERS, OR EMPLOYEES TO BE IN BREACH OF THE SAME; AND/OR

(f) ANY ACT OR OMISSION BY YOU, AND ANY NEGLIGENCE, DEFAULT, AND/OR MISCONDUCT ON YOUR PART.



HAPPY OYSTER RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU SHALL COOPERATE WITH HAPPY OYSTER IN ASSERTING ANY AVAILABLE DEFENSES AND INDEMNIFY AND HOLD HAPPY OYSTER HARMLESS AGAINST THE REASONABLE LEGAL FEES INCURRED BY HAPPY OYSTER IN THAT REGARD.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, HAPPY OYSTER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR SAVINGS, BUSINESS INTERRUPTION, LOSS OF INFORMATION), WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE OR ANY OTHER DAMAGES, INCLUDING WITHOUT LIMITATION RESULTING FROM ANY OF THE FOLLOWING:

1.1 YOUR USE OR INABILITY TO USE THE SERVICES; ANY DEFECT IN DATA, INFORMATION OR SERVICES OBTAINED BY YOU FROM US OR ANY THIRD PARTY THROUGH THE SERVICES;

1.2 YOUR VIOLATION OF ANY THIRD-PARTY RIGHTS, OR CLAIMS AGAINST YOU BY ANY PARTY THAT THEY ARE ENTITLED TO DEFENSE OR INDEMNIFICATION IN RELATION TO ASSERTIONS OF RIGHTS, DEMANDS OR CLAIMS BY ANY THIRD-PARTY CLAIMANTS;

1.3 UNAUTHORIZED ACCESS BY THIRD PARTIES TO YOUR DATA OR PRIVATE INFORMATION;

1.4 YOUR STATEMENTS OR CONDUCT; OR

1.5 ANY MATTERS RELATING TO SERVICES HOWEVER ARISING, INCLUDING NEGLIGENCE.



2. WITHOUT PREJUDICE TO THE FOREGOING, THE AGGREGATE LIABILITY OF HAPPY OYSTER, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE EMPLOYEES, AGENTS, REPRESENTATIVES OR ANYONE ACTING ON THEIR BEHALF WITH RESPECT TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH THE SERVICES OR ANY USE OR INABILITY TO USE THE SAME DURING ANY CALENDAR YEAR SHALL BE LIMITED TO, IN AGGREGATE, THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO US DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; (B) USD100. THE PRECEDING SHALL NOT PRECLUDE ANY REQUIREMENT FOR YOU TO PROVE ACTUAL DAMAGES. ALL CLAIMS AGAINST HAPPY OYSTER IN CONNECTION WITH THESE TERMS OR ANY MATTER REFERENCED HEREIN MUST BE FILED WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION AROSE.



3. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY TO YOU UNDER THE TERMS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SHALL APPLY WHETHER OR NOT HAPPY OYSTER HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.



X. Force Majeure

Unless otherwise provided in the terms and conditions of the relevant Services, under no circumstances shall Happy Oyster be held liable for any delay, failure, interruption, or disruption in the Services or in the performance of our obligations under these Terms resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control or which render the performance of such obligation impossible or impractical, including without limitation, Internet failures, computer failures, computer viruses, cyber-attacks, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.



XI. Notice and Procedure for Making Claims of Copyright Infringement

1. If you consider that your intellectual property rights have been infringed, please submit a notice in accordance with the Copyright Act 2021 of Singapore to: HappyOyster@service.alibaba.com. We may remove or disable access to any Content that we reasonably believe breaches the Terms or that is alleged to be infringing, and we may (where appropriate) terminate the accounts of repeat infringers. Any written notice alleging copyright infringement must include:

(a) the physical or electronic signature of a person authorised to act for the copyright owner;

(b) identification or a description of the copyrighted work(s) claimed to have been infringed;

(c) identification of the material claimed to be infringing and sufficient information reasonably allowing us to locate it on our websites and/or apps;

(d) your contact details (such as your address, telephone number and/or email address);

(e) a statement that you have a good-faith belief that the challenged use is not authorised by the copyright owner, its agent, or the law; and

(f) a statement that the information in the notice is accurate and, under penalty of perjury, that you are the copyright owner or are authorised to act on the copyright owner’s behalf.

If we notify you that your Content is the subject of a notice of claimed infringement, you may submit a written counter-notice in accordance with the Copyright Act 2021 of Singapore to: HappyOyster@service.alibaba.com



2. Happy Oyster will only process notices in the English language that comply with the requirements under the Copyright Act 2021 of Singapore, other applicable laws and these Terms. Any notices that do not comply with the above may not be processed.



3. We will duly consider all notices submitted in accordance with the requirements above. You agree that you shall not take any legal action or exercise any legal remedy you may have against us in respect of any infringing material, unless you have first given us notice in accordance with the requirements above, and a reasonable and sufficient opportunity to remove the infringing material following your notice to us. Where we remove the infringing material in response to your notice, you agree not to exercise and you hereby waive, any right of action against us under applicable law which you may have in respect of any infringing material appearing on our Services prior to such removal by us. You agree and acknowledge that we have no control and are not responsible or liable for any content or material on third-party platforms or services.



XII. Third-Party Providers

We may, for convenience only, provide or facilitate access to links to third-party websites, applications and/or services. Such third-party websites, applications and services are provided by independent third parties and are subject to the terms, conditions and policies imposed by those third parties. We do not control, endorse or assume any responsibility for any third-party websites, applications, content, products or services, and disclaim all liability arising from or in connection with your access to or use of them.



1. Third-Party Service Provider. We appoint Stripe, Inc. and its affiliates as a third-party provider of payment processing and related services, including without limitation payment card acceptance, merchant settlement and associated services (a “Third-Party Service Provider”). By buying or selling on or through any Services, you agree to be bound by Stripe’s Privacy Policy (currently available at https://stripe.com/zh-sg/privacy) and Stripe’s Terms of Service (currently available at https://stripe.com/sg/terms). You further expressly consent to and authorise us and Stripe to collect, use and disclose to one or more Third-Party Service Provider(s) the information and payment instructions you provide, to the minimum extent necessary to process and complete your transactions.



2. App Stores. You acknowledge and agree that the availability of the Software Application and the Services may depend on the third party from whom you obtained the licence to the Software Application, including the Apple App Store and Google Play (each, an “App Store”). You acknowledge that this Agreement is entered into between you and us only, and not with any App Store. To the extent permitted under applicable law, we (and not the App Store) are solely responsible for the Services, including the Software Application and its content, and for any maintenance, support services and warranties (if any), and for addressing any claims relating thereto (including without limitation claims arising from product liability, legal or regulatory compliance, or intellectual property infringement). In order to use the Software Application, you must have access to a wireless network and you are responsible for all fees and charges associated with such access. You are also responsible for any fees or charges (if any) levied by an App Store in connection with the Services, including the Software Application. Your right to use the Software Application is conditional upon your compliance with all applicable App Store terms and conditions when using any Service. You acknowledge and agree that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and may enforce this Agreement against you.



XIII. General

1. The Terms constitute the entire agreement, arrangement, and understanding between you and Happy Oyster relating to the Services and any other subject matter of these Terms, superseding any prior written or oral agreements in relation to the same.



2. We are continuously working to develop and improve our Services. We may update these Terms or our Services (or any part thereof) accordingly from time to time. For example, we may make changes to these Terms or the Services due to:

(a) Changes to the law or regulatory requirements;

(b) Security or safety reasons;

(c) Circumstances beyond our reasonable control;

(d) Changes we make in the usual course of developing our Services; or

(e) To adapt to new technologies.



We may notify you of changes to our Terms by updating the Terms on our website, via email to you, and/or through any other means that we believe to be appropriate.



All other changes to these Terms will be effective as soon as these Terms are updated on our website. If you do not agree to the changes, you must immediately stop accessing and using our Services, and must immediately instruct us in writing to terminate your account. If you continue to access and/or use the Services after such notification, you shall be deemed to have agreed to the updated Terms.



3. You and Happy Oyster are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.



4. We may decide to discontinue our Services without advance notice.



5. The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. The provisions of these Terms are severable, and if any provision, or any portion thereof, is determined by a competent court or tribunal to be illegal, invalid or unenforceable for any reason, any remaining portion of that provision, and all other provisions of these Terms, shall remain legal, valid, and enforceable to the fullest extent permitted by applicable law in order to give effect to the parties' intentions.



6. Happy Oyster's omission or delay in enforcing any or part of our rights in relation to these Terms shall not operate as a waiver thereof. Happy Oyster's omission or delay in acting with respect to any breach in relation to these Terms will not waive that right nor waive Happy Oyster's right to act with respect to subsequent or similar breaches. Unless any right or remedy of ours is expressed to be an exclusive right or remedy, all of our rights and remedies under these Terms shall be without prejudice to our other rights and remedies at law and/or in equity.



7. You shall not delegate, assign, sub-license or sub-contract any of the rights and/or obligations under these Terms to any third party without our prior written consent.



8. You shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of this Agreement.



9. Save for Happy Oyster and its affiliates, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 (or other analogous rights of third parties arising under any law, regardless whether under judicial or statutory law, or under any treaty that exists or that may come to exist anywhere in the world) to enforce any aspect of these Terms.



10. We shall have the right to assign and/or novate any part of or all of the Terms (including any of our rights, titles, benefits, interests, and obligations and duties in the Terms) to any person or entity (including any of our affiliates). We may by written notice to you (which may be posted on our website) require such novation of the Terms or any part thereof, and you hereby irrevocably agree and consent to any such novation, whereupon we shall be released and discharged from all of our obligations under these Terms, as well as all claims, actions and demands arising under these Terms up to the time of such novation. You may not assign, in whole or part, any of the Terms to any person or entity.



XIV. Governing Law and Dispute Resolution

The Terms and any dispute, action, or claim arising out of or in connection with it, its subject matter, and/or its formation (including tortious or non-contractual disputes, actions, or claims) shall be governed by the laws of Singapore. You hereby irrevocably submit to the exclusive jurisdiction of the courts of Singapore.



XV. How to Contact Us

If you have any questions or comments about the content of this Agreement, you may contact us by sending an email to HappyOyster@service.alibaba.com.