Pic Copilot Terms of Use

Effective as of June 3, 2024

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY!

These Terms of Use describe the terms and conditions applicable to your access and use of the web and mobile-optimized versions of the websites identified by the uniform resource locator https://piccopilot.com/and its sub-domains (collectively, the “Sites”) as well as the Services (as defined in Clause 1.1 below).

This document is a legally binding agreement between (1) you as the user(s) of the Sites (referred to as “you”, “your” or “User” hereinafter) and (2) NEURALNETICS PTE.LTD (referred to as “we”, or “our” or “us” hereinafter) (incorporated in Singapore with UEN number 202319219E).

Application and Acceptance of the Terms

1.1.

By accessing or using our service, software (including, without limitation, web plugins available on the Shopify App Store) or products (such services, software and products collectively referred to as “Services”) through the Sites, any other websites, mobile sites, mobile applications and other portals and/or platforms, you agree to be bound by these terms of use, the terms and conditions contained in this document as well as our Privacy Policy (as referred to in Clause 3.2 below), and any other rules and policies of the Sites that we may publish from time to time ("Terms"). These Terms affect your legal rights and obligations. If you do not agree to be bound by all of these Terms, do not access or use the Sites.

1.2.

You may not access or use the Sites and our services and may not accept the Terms if (a) you are not of legal age to form a binding contract with us, (b) you are not of sound body and mind or (c) you are not permitted to receive any services under the laws of Singapore or other countries/regions including the country/region in which you are resident or from which you access and use the Services and the Sites.

1.3.

WE MAY AMEND ANY TERMS AT ANY TIME BY POSTING THE RELEVANT AMENDED AND RESTATED TERMS ON THE SITES. BY CONTINUING TO ACCESS OR USE THE SERVICES OR THE SITES, YOU AGREE THAT THE AMENDED AND RESTATED TERMS WILL APPLY TO YOU.

1.4.

You may be required to enter into separate agreement(s), whether online or offline, with us or our affiliate, or otherwise subject to additional terms and/or conditions, limitations and restrictions for any Service (or features within the Services) (collectively “Specific Terms”). If there is any conflict or inconsistency between the Terms and the Specific Terms, the Specific Terms shall take precedence over the Terms only in relation to that Service (or feature within the Services) concerned.

1.5.

We may offer certain software for download from Shopify App Store (“Software For Download”). Subject to the other terms and conditions of the Terms, you may install and use such Software For Download provided that such installation and use are permitted and authorized pursuant to the Terms. Upon expiration or termination of the Terms for any reason, you shall immediately cease any use of the Software For Download and shall promptly destroy all copies thereof in your possession and control.

Provision of Services

2.1.

You must register as a user on the Sites in order to access and use some Services. Further, we reserve the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying users, or subject to other conditions that we may impose in our discretion.

2.2.

We provide you with cutting-edge optimization service that specializes in enhancing text, images, and videos. We may also provide promotion services for our users.

2.3.

Promotion services provided by us pursuant to the Terms hereunder shall include: 1) services that benefit, promote, support, whether directly or indirectly, the business of User, the User’s brand, product, store, logo, trademark, service mark, User Content (as defined in Clause 3.6 of the Terms) and/or derivative work using the User Content on software, applications tools, browser extensions and/or platforms operated and/or controlled by us or our affiliates and/or on software, applications, channels, platforms, websites and/or any other forms of media that are operated and/or controlled by third parties (“Third Party Channels”); and 2) any such other services as may be announced by us from time to time. We shall be entitled to, at its sole discretion, determine whether the Promotion Services or any part thereof will be available to you.

2.4.

Some Services can be accessed or used by Users or by some Users on a free trial basis as made available by us on the Sites from time to time. We shall, in our sole discretion, determine the Users which are eligible to a trial. Notwithstanding anything to the contrary contained herein, we shall not be liable to Users who are accessing or using our Products on a free trial basis, or in any way, free-of-charge. We may terminate trials at any time by giving prior written notice to you. For the avoidance of doubt, in case of any inconsistency between these Terms of Service and the free trial terms and conditions (if any) as made available on the Sites from time to time, the free trial terms and conditions shall prevail.

2.5.

Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Services or features and functions thereof will be available for Users. We may in our sole discretion limit, deny or create different levels of access to and use of any Services (or any features within the Services) with respect to different Users.

2.6.

We may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the ability of such paying Users to enjoy that Service.

2.7.

Some Services (or part thereof) may be provided by our affiliates on behalf of us.

2.8.

If you do not agree to the applicable fees, you shall stop using the relevant Services immediately. You are solely responsible for, and agree to pay any and all applicable taxes, duties and levies.

2.9.

You acknowledge that some of the Services may be provided to you with the use of generative AI, where you may be asked to post, upload, input, display, submit or provide to us User Content (as defined in Clause 3.6 of the Terms), which will be, among other things, used by us to generate an output, such as an image, text, text effects, vector graphic file, audio file or video file (“Output”). The generative AI features, User Content and Output must be used in accordance with the Terms.

2.10.

We may from time to time allow registered users to earn points (formerly known as PCOIN(s), as applicable) when users complete certain actions through the Sites. For the avoidance of the doubt, we may from time to time reduce or increase the activities through which you can earn PCOIN(s). Please refer to our Sites for the latest information. You acknowledge that the PCOIN(s) credited to your account do not constitute monies held on trust by us for your benefit.

You acknowledge and agree that your use of PCOIN(s) shall be subject to the instructions or statements set out in our billing policy or on the relevant webpage as made available and updated by us on the Sites from time to time. You further acknowledge that, while we shall use our reasonable endeavors to reflect the PCOIN(s) that you have earned on your account within the time period indicated on the Sites, we shall not be liable for any delays in this regard or for any consequences of any delays which may occur.

Users Generally

3.1.

As a condition of your access to and use of the Sites or Services, you agree that:

3.1.1.

you will comply with all applicable laws and regulations when accessing or using the Sites or Services.

3.1.2.

you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Sites (the “Site Content”), and you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with us, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Sites to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from us is prohibited. Use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited

3.2.

YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD OUR PRIVACY POLICY WHICH GOVERNS THE PROTECTION AND USE O FPERSONAL INFORMATION ABOUT USERS IN THE POSSESSION OF US AND OUR AFFILIATES, AND UNDERSTOOD HOW WE COLLECT AND USE YOUR PERSONAL DATA AND HOW WE SHARE OR DISCLOSE SUCH PERSONAL DATA TO VARIOUS RECIPIENTS.

3.3.

Commercial Usage of Output

3.3.1.

You can use your Output for commercial purposes, however, the responsibility for any consequences arising from the use of the Output lies solely with the User.

3.4.

You agree not to undertake any action to undermine the integrity of the computer systems or networks of us and/or any other User nor to gain unauthorized access to such computer systems or networks.

3.5.

You agree not to undertake any action which may undermine the integrity of our feedback system, such as leaving positive feedback for yourself using secondary account/user IDs or through third parties or by leaving unsubstantiated negative feedback for another User.

3.6.

By posting or displaying any logos, trademarks, service marks, brands, description/information, and any other information, content or material on the Sites (any of such information, content or material, collectively referred to as “User Content”) (if applicable) and/or providing any User Content to us and/or our affiliates and their respective representative(s), and to the extent permitted under applicable laws, you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to us and/or our affiliates and their respective representative(s) to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, edit, translate, create derivative works using the User Content, remove any part of it (including, without limitation, the watermark or mark the User Content bears), and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner, on the Sites, software, applications, tools, browser extensions and/or platforms operated and/or controlled by us or our affiliates and/or on software, applications, channels, platforms, websites and/or any other forms of media that are operated and/or controlled by other third parties (“Third Party Channels”) and for any purpose which may be beneficial, whether directly or indirectly, to us, the operation of the Sites, or the provision of any Services and/or the business of the User. You confirm and warrant to us that you have all the rights, power and authority necessary to grant the above license and the User Content and use of such User Content (including derivative works) by us and/or our affiliates under such license is free from any infringement or violation of any Third Party Rights (as defined in Clause 5.10 of the Terms). To the maximum extent permitted by law, you waive your right to enforce your intellectual property rights in the User Content against us and/or our affiliates, assignees or sub-licensees in connection with use of such User Content in connection with the Services. Information that is protected under data protection laws will only be used and kept in compliance with those laws.

3.7.

As an affiliate of AliExpress.com (as defined in AliExpress Terms of Use), we are licensed to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, edit, translate, create derivative works using any logos, trademarks, service marks, brands, description/information in the product listings, and any other information, content or material on the websites, mobile sites, mobile applications and other portals owned, operated, branded or made available by AliExpress.com from time to time which relate to the AliExpress e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locators“www.aliexpress.com”, “www.aliexpress.ru” and “www.tmall.ru” and their sub-domains (any of such information, content or material, collectively referred to as “AliExpress User Content”), remove any part of the AliExpress User Content (including, without limitation, the watermark or mark the AliExpress User Content bears), currently known in any manner. Subject to your continued compliance with these Terms and for so long as you remain as a registered User of the Sites, we grant you a limited, revocable, non-exclusive, non-sub-licensable, royalty-free and non-transferable license to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, edit, translate, create derivative works using the AliExpress User Content and/or remove any part of the AliExpress User Content (including, without limitation, the watermark or mark the AliExpress User Content bears) solely for the purpose of listing marketing, selling or reselling products or services listed on the Sites (the “Permitted Use”). Except for the Permitted Use, you do not have any other rights, title and interest to and in the AliExpress User Content and/or all derivative work created using the AliExpress User Content (pursuant to the foregoing provision or otherwise).

3.8.

We have sole discretion to terminate your Permitted Use and you will have no further rights in or to the AliExpress User Content, if:

3.8.1.

You breach, or we have reasonable grounds to believe that you are in breach of, any of the provisions of these Terms, or any applicable laws or regulations;

3.8.2.

You commence any legal actions, except pursuant to Clause 13, against us, or you commence any legal actions against our affiliates, or directors, officers, employees, agents or representatives of us and our affiliates, or anyone acting on our behalf;

3.8.3.

You disparage any of us, our affiliates, or directors, officers, employees, agents or representatives of us and our affiliates, or anyone acting on our behalf; or

3.8.4.

You become or are likely to become, insolvent or bankrupt, or you become or are likely to become the subject of any receivership, bankruptcy, liquidation or any insolvency procedure in any jurisdiction.

User Accounts

4.1.

User must be registered on the Sites to access or use some Services. We may reject User’s application for registration for any reason.

4.2.

Upon registration on the Sites, we shall assign an account and issue an account/user ID to each registered User.

4.3.

A set of account/user ID and password is unique to a single account. Each User shall be solely responsible for maintaining the confidentiality and security of your account/user ID and password and for all use of and activities that occur under your account (whether such use or activities are authorized or not). You agree to notify us immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.

4.4.

You agree that all use of the Sites and Services, and all activities that occur under your account (including without limitation, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any Services, sending emails or sending SMS) will be deemed to have been authorized by you.

4.5.

You acknowledge, understand and agree that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to us or other users of the Sites. You shall indemnify us, our affiliates, directors, officers, employees, agents and representatives of us and our affiliates, and anyone acting on our behalf, against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. You also agree that in case of the multiple use of your account or your failure to maintain the security of your account, we shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate your account without liability to you.

Users’ Responsibilities

5.1.

You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or any other inappropriate (for wide audience) content via the Services.

5.2.

You are responsible for any activity that occurs through your account and you agree that you may not sell, transfer, license or assign your account. You also represent that all information you provide or provided to us upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its accuracy.

5.3.

You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information of yourself or others.

5.4.

You are solely responsible for, and we have no responsibility to you or any third party for your conduct and any data, text, files, information, images, graphics, photos, audio and video clips, sounds, and other content or materials (collectively, "Content") that you submit, post or display on or via the Services.

5.5.

You must not interfere or disrupt the Services or the Sites in any form, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature.

5.6.

Violation of these Terms may, in our sole discretion, result in termination of your PicCopilot account. You understand and agree that we cannot and will not be responsible for the Content posted on the Services and you use the Services at your own risk. If you violate the letter or spirit of these Terms, or otherwise create risk or possible legal exposure for us, we may stop providing all or part of the Service to you.

5.7.

You represent, warrant and agree that (a) you have full power and authority to accept the Terms, to grant the license and authorization (where needed) and to perform the obligations hereunder; (b) your access to and use of the Sites and Services will be for permitted purposes only; and (c) for Users who are business entities, the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.

5.8.

You may be required to provide information or material about your entity, business or products/services to us as part of your access to and use of any Service or the User account. You represent, warrant and agree that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Sites or Services is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

5.9.

UPON BECOMING A USER, YOU CONSENT TO THE INCLUSION OF THE CONTACT INFORMATION ABOUT YOU IN OUR DATABASE AND AUTHORIZE US AND OUR AFFILIATES TO SHARE THE CONTACT INFORMATION WITH OTHER USERS OR OTHERWISE USE YOUR PERSONAL INFORMATION IN ACCORDANCE WITH THE PRIVACY POLICY.

5.10.

You represent, warrant and agree that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”).

5.11.

You further represent, warrant and agree that the User Content that you submit, post or display shall:

5.11.1.

be true, accurate, complete and lawful;

5.11.2.

not be false, misleading or deceptive;

5.11.3.

not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;

5.11.4.

not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

5.11.5.

not violate the Terms and any applicable Specific Terms;

5.11.6.

not violate any applicable laws and regulations or promote any activities which may violate any applicable laws and regulations;

5.11.7.

not contain any link directly or indirectly to any other web sites which includes any content that may violate the Terms.

5.12.

You further represent, warrant and agree that you shall/are:

5.12.1.

carry on your activities on the Sites in compliance with any applicable laws and regulations;

5.12.2.

carry on your activities in accordance with the Terms and any applicable Specific Terms;

5.12.3.

not use the Services or Sites to defraud any person or entity (including without limitation use of stolen credit/debit cards);

5.12.4.

not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;

5.12.5.

not engage in spamming or phishing;

5.12.6.

not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities;

5.12.7.

not involve attempts to copy, reproduce, exploit or expropriate our various proprietary directories, databases and listings;

5.12.8.

not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;

5.12.9.

not involve any scheme to undermine the integrity of the data, systems or networks used by us and/or any user of the Sites or gain unauthorized access to such data, systems or networks;

5.12.10.

not, and your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and

5.12.11.

not engage in any activities that would otherwise create any liability for us or our affiliates.

5.13.

You may not use the Sites, Services or user account to engage in activities which are identical or similar to our business.

5.14.

You agree to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for our provision of the Services, evaluating whether you have breached the Terms. If your failure to do so results in delay in, or suspension or termination of, the provision of any Services, we shall not be obliged to extend the relevant service period nor be liable for any loss or damages arising out of or in connection with such delay, suspension or termination.

5.15.

You acknowledge, understand and agree that we reserve the right to, but shall not be required to actively monitor or exercise any editorial control whatsoever over the content of any message or material or information (including User Content) created, obtained or accessible through the Services or Sites. We do not endorse, verify or otherwise certify the contents of any comments or other material or information (including User Content) created, submitted, posted, displayed or otherwise made by any User. You are solely responsible for the contents of your communications and may be held legally liable or accountable for the content of your comments or other material or information.

5.16.

You acknowledge, understand and agree that you are solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all access and use of the Sites and Services are in compliance with the same.

5.17.

You represent, warrant and agree that:

5.17.1.

you and your affiliates (if applicable) shall comply with applicable laws and regulations in conducting your respective business (including without limitation applicable laws and regulations with respect to product safety, intellectual property rights, data privacy, consumer protection, product or regulatory certification, import and export control, unfair competition, price gouging, false advertising, labor, environment, health and safety, anti-bribery and anti-money laundering).

5.17.2.

you and your affiliates (if applicable) are not the subject of any trade restrictions, sanctions or other legal restrictions enacted or proposed to be enacted by any country, international organization or jurisdiction ("Relevant Subjects");

5.17.3.

neither you, or any of your parent companies or affiliates (if applicable), directly or indirectly, deals with, or provides any funds, goods or services to Relevant Subjects;

5.17.4.

you will at all times comply with all applicable export control and sanctions laws and regulations with regard to products, services, software and technologies in using the Services, including sanctions resolutions, laws and regulations enacted and enforced by the UN Security Council, the People's Republic of China, the United States of America, and any other country; and

5.17.5.

if, at any time, you fail to meet any of the above requirements, you should stop using the Services immediately. If we reasonably believe that any of your conduct violates or threatens to violate any applicable laws and regulations, we may, at our sole discretion, at any time take action as we may deem appropriate in light of the circumstances, including, but not limited to, terminating the provision of Services to you, and terminating your account and the Terms and/or Specific Terms, while reserving all rights we may have regarding any non-compliant actions or conduct of our Users.

Breaches by Users

6.1.

We reserve the right in our sole discretion to remove, modify or reject any User Content (in whole or in part) that you submit to, post or display on the Sites which we reasonably believe (i) violates any applicable laws and regulations, (ii) violates the Terms hereunder, (iii) could subject us or our affiliates to liability, (iv) infringes any Third Party Rights, (v) could harm the interests of our users, third party or us or our affiliates, or (vi) is otherwise found inappropriate in our sole discretion.

6.2.

If you breach any Terms, or if we have reasonable grounds to believe that you are in breach of any Terms, we shall have the right to take such disciplinary actions as we deem appropriate, including without limitation: (i) suspending or terminating your account and any and all accounts determined to be related to such account by us in our sole discretion without liability for any losses or damages arising out of or in connection with such suspension or termination; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Services and/or the Sites; (iii) removing any User Content that you have submitted, posted or displayed, or imposing restrictions on the User Content that you may post or display; (iv) imposing other restrictions on your use of any features or functions of any Services and/or the Sites as we may consider appropriate in our sole discretion; and (v) any other corrective actions, discipline or penalties as we may deem necessary or appropriate in our sole discretion.

6.3.

Without limiting the generality of the provisions of the Terms, you would be considered as being in breach of the Terms in any of the following circumstances:

6.3.1.

We have reasonable grounds to suspect that you have used a stolen credit card or other false or misleading information in any transactions;

6.3.2.

We have reasonable grounds to suspect that any information provided by you is not current or complete or is untrue, inaccurate, or misleading; or

6.3.3.

We believe that your actions may cause financial loss or legal liability to us or our affiliates or any other users.

6.4.

We reserve the right to cooperate fully with governmental or regulatory authorities, law enforcement bodies, private investigators and/or aggrieved third parties in the investigation of any suspected criminal or civil wrongdoing. Further, to the extent permitted by applicable laws and policies, we may disclose your identity, contact information and/or information regarding your account(s), transactions or activities carried out on or via the Sites, if requested by a government, regulatory or law enforcement body or an aggrieved third party, or as a result of a subpoena or other legal action. We shall not be liable for damages or results arising from such disclosure, and you agree not to bring any action or claim against us for such disclosure.

6.5.

You agree to indemnify us, our affiliates, directors, officers, employees, agents and representatives of us and our affiliates, and anyone acting on our behalf and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your access to or use of the Sites or Services, or from your breach of the Terms or any Additional Agreements.

6.6.

You further agree that we are not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted through the Sites or Services, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such User Content or other material rests entirely with the User. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses.

6.7.

You agree to provide all information and materials as may be reasonably required by us in connection with your transactions conducted on, through or as a result of use of the Sites or Services. We have the right to suspend or terminate any User’s account if the User fails to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination.

FORCE MAJEURE

7.1.

We shall not be liable for or required to pay compensation of any nature whatsoever for any loss arising from the unavailability, inconvenience or failures of the Services or systems due to the following reasons:

7.1.1.

system shut-down for maintenance;

7.1.2.

inability to transmit data due to failures in communications terminals or telecommunications equipment;

7.1.3.

systems failure and inability to perform its functions due to force majeure events including but not limited to typhoons, earthquakes, tsunamis, floods, power failure, fires, storms, war, political unrest, labour strikes, shortage of labor or materials, riots, insurrections, civil disturbances, terrorist attack, explosions, acts of God, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties; or

7.1.4.

suspension or delay of services or systems failure due to reasons beyond the reasonable control of us such as hacker or cyber attacks, technical adjustments or failure of the telecommunications department, website upgrades, third party problems or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

Intellectual Property Rights

8.1.

We do not claim ownership of any Content that you upload to the Service. Instead, you hereby grant to us a non-exclusive, royalty-free, worldwide license to use the Content that you upload to the Service.

8.2.

We are the sole owner or lawful licensee of all the rights and interests in the Services, the Sites and the Site Content. The Services, Sites and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Services, Sites and Site Content shall remain with us, our affiliates or licensors, as the case may be. All rights not otherwise claimed under the Terms or by us are hereby reserved.

8.3.

You must not infringe our copyright, trademark and other proprietary rights. The intellectual property rights to the Sites’ marks, words and graphics such as "PicCopilot" and combinations thereof, as well as to logos, names, marks and technical documentation of the Services are owned by us and our affiliates. Unauthorized reproduction, modification, use or distribution of such marks, text, graphics and related materials is strictly prohibited.

8.4.

We may have independent third parties involved in the provision of the Sites or Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.

8.5.

To the largest extent permissible under applicable law, all rights, title and interest to all derivative work created by us and/or our affiliates using User Content pursuant to the Terms shall belong to us, which may be freely assignable, licensable or grantable by us to any third party or its affiliates.

8.6.

You represent and warrant that: (i) you own the Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Service; and (iv) you have the legal right and capacity to enter into these Terms in your jurisdiction.

8.7.

If you repeatedly infringe, or if we have reasonable grounds to believe that you have repeatedly infringed any third party’s intellectual property rights, we shall have the right to take such disciplinary actions as we deem appropriate, including without limitation disabling your use of account.

8.8.

To report copyright and other IP (intellectual property) violations, please contact us at PicCopilot@aliexpress.com.

Limitation of Liability

9.1.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, THE CONTENTS OF THE SITES PROVIDED BY US ON OR THROUGH THE SITES ARE PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”, AND WE HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, AVAILABLITY, ACCURACY, CORRECTNESS, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.

9.2.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITES; WE DO NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF THE PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITES DOES NOT VIOLATE OR INFRINGE ANY THIRD PARTY RIGHTS; AND WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITES.

9.3.

Any material downloaded or otherwise obtained through the Sites or Services is done at each User's sole discretion and risk and each User is solely responsible for any damage to its own or to our computer system(s) or any loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from us or through or from the Sites shall create any warranty not expressly stated herein.

9.4.

The Sites may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall us or our affiliates be held liable for any such services or products.

9.5.

Each User hereby agrees to indemnify and hold us, our affiliates, directors, officers, employees, agents or representatives of us and our affiliates, and anyone acting on our behalf harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from, directly or indirectly:

9.5.1.

such User's access to, or use or misuse of the Sites or Services;

9.5.2.

the submission, posting or display of such User's information and User Content on the Sites or Services;

9.5.3.

your breach of any of the representations and warranties hereunder and the terms and conditions of the Terms, and any applicable laws and regulations.

9.6.

Each User hereby further agrees to indemnify and hold us, our affiliates, directors, officers, employees, agents or representatives of us and our affiliates, and anyone acting on our behalf harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to the User Content, information and/or products offered or displayed on the Sites. Each User hereby further agrees that we are not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses.

9.7.

We shall not be liable for any special, direct, indirect, punitive, incidental or consequential losses or damages, or any losses or 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 losses or damages resulting from any of the following:

9.7.1.

the use or the inability to use the Sites or Services;

9.7.2.

your error such as forgotten or lost passwords;

9.7.3.

the failure, upgrade, delay, error, shut-down or maintenance of our server;

9.7.4.

any defect in data, information or services purchased or obtained from a user or any other third party through the Sites or Services;

9.7.5.

violation of Third Party Rights or claims or demands that User's importation, exportation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites or through the Services may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;

9.7.6.

unauthorized access or activities by third parties, including but not limited to unauthorized access to, the Sites, or to the data or private information of any user, the use of viruses, Trojans, or other malicious or destructive devices or codes, phishing or other means of attack against any network, accounts, the Sites, or the Services;

9.7.7.

statements or conduct of any user of the Sites or Services;

9.7.8.

non-performance, defective performance by, availability or unavailability of, any third party service providers, sites and platforms;

9.7.9.

any matters relating to the Sites or Services, however arising, including negligence;

9.7.10.

other exemptions and disclaimers referred to in these Terms.

9.8.

Notwithstanding any of the foregoing provisions, the aggregate liability of us, our affiliates, directors, officers, employees, agents or representatives of us and our affiliates, and anyone acting on our behalf with respect to each User for all claims arising from the access to or use of the Sites or Services during any calendar year shall be limited to the greater of (a) the amount of fees you have paid to us in exchange for the access to or use of the Sites or Services during the calendar year and (b) the maximum amount permitted under the applicable law and by you to access or use our Services.

9.9.

The preceding sentence shall not preclude the requirement by you to prove actual damages.

9.10.

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 we have been advised of or should have been aware of the possibility of any such losses arising.

10.

Payment

10.1.

You acknowledge and agree that your purchase of any of the Services shall be subject to the billing model(s) set out in our billing policy as made available and updated by us on the Sites from time to time.

10.2.

We support payment by Alipay, Visa, Mastercard and any other payment methods as made available on the Sites from time to time. For the avoidance of doubt, we can increase such payment methods without further notice to you.

10.3.

If, for reasons attributed to you or your registered payment method, we cannot bill you or otherwise process your payment, we will immediately suspend or terminate the Services without any liability to you.

10.4.

You agree and acknowledge that the payments made by you for the Services shall be processed and settled to us by Alipay or other payment service providers engaged by us as notified to you from time to time. For the purposes of receiving such payment processing and settlement services, you may be bound by the terms and conditions of the relevant payment service provider which will be made available to you via the Sites and/or hereunder. The relevant services provided to you by Alipay shall be governed by terms and conditions set out in the Alipay Services Agreement.

11.

Tax

11.1.

"Taxes" means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, including but not limited to sales, use, license, excise, good and services, value added, stamp or transfer taxes, duties, imposts, levies, assessments, tariffs, fees, charges or withholdings of any nature whatsoever levied, imposed, assessed or collected by a taxation authority together with all interest, penalties, fines or other additional amounts imposed in respect thereof, but for greater certainty excludes any of the foregoing which are (i) based on gross or net income, (ii) franchise taxes, or (iii) property, personal property or rental taxes (collectively "Excluded Taxes"). Each party shall be responsible for any and all Excluded Taxes that it is liable for under applicable law.

11.2.

The User shall be responsible for and shall pay all Taxes due under the Terms and on all amounts payable hereunder. Unless otherwise indicated, all amounts payable by the User to us are exclusive of Taxes that may be levied by any jurisdiction. Taxes will be added to the amounts payable by you to us as applicable and as required by law such that the net amount actually received by us equals the full amount of the payment due hereunder. For greater certainty, Taxes will not be added to the amounts payable by you to us where you have provided us with evidence to our satisfaction of a lawful and applicable exemption for such Taxes.

11.3.

Notwithstanding anything else contained herein, all amounts payable by you pursuant to the Terms shall be free of withholding on account of any Taxes. If any Taxes are required to be withheld from any such amount payable by you under the Terms, the User (i) shall pay an additional amount such that the net amount actually received by us, after such withholding, equals the full amount of the payment then due, (ii) shall timely pay to the relevant taxation authority the full amount required to be withheld in accordance with applicable law, and (iii) shall furnish us as soon as practicable (but in no event later than thirty (30) calendar days post payment to the relevant taxation authority) an official receipt evidencing payment of the withheld amount to the relevant taxation authority.

12.

Notices

12.1.

All legal notices or demands to or upon us shall be made in writing and sent to us personally, by courier or certified mail to the following entity and address: Neuralnetics Pte. Ltd., 51 Bras Basah Road, #01-21 Lazada One, Singapore, 189554. The notices shall be effective when they are received by us in the above-mentioned manner.

12.2.

All legal notices or demands to or upon a user shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the user to us, or by posting such notice or demand on an area of the sites that is publicly accessible without a charge. Notice to a user shall be deemed to be received by such user if and when:

12.3.

We are able to demonstrate that communication, whether in physical or electronic form, has been sent to such user, or

12.4.

Immediately upon us posting such notice on an area of the sites that is publicly accessible without charge.

12.5.

You agree that all agreements, notices, demands, disclosures and other communications that we send to you electronically will satisfy any legal requirement that such communication should be in writing.

13.

Governing Law and Arbitration Agreement

13.1.

These Terms (including the arbitration agreement contained in this Clause 13) and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of Singapore.

13.2.

ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN YOU AND US, OR THOSE ARISING OUT OF OR RELATING TO THESE TERMS, OR THE INTERPRETATION, BREACH, TERMINATION OR VALIDITY HEREOF, OR ANY DISPUTE REGARDING NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR RELATING TO THESE TERMS SHALL FIRST BE SUBJECT TO RESOLUTION THROUGH AMICABLE CONSULTATION BETWEEN YOU AND US. SUCH CONSULTATION SHALL BEGIN WITHIN SEVEN (7) DAYS AFTER ONE PARTY HERETO HAS DELIVERED TO THE OTHER PARTY A WRITTEN REQUEST FOR SUCH CONSULTATION. EXCEPT AS OTHERWISE STIPULATED UNDER APPLICABLE LAW, IF, WITHIN THIRTY (30) DAYS FOLLOWING THE COMMENCEMENT OF SUCH CONSULTATION, THE DISPUTE CANNOT BE RESOLVED, AT ANY TIME FOLLOWING SUCH THIRTY (30) DAY PERIOD UPON THE REQUEST OF ANY PARTY WITH NOTICE TO THE OTHER PARTY, THE DISPUTE SHALL BE REFERRED TO AND FINALLY RESOLVED BY ARBITRATION ADMINISTERED BY THE HONG KONG INTERNATIONAL ARBITRATION CENTRE (HKIAC) UNDER THE HKIAC ADMINISTERED ARBITRATION RULES IN FORCE WHEN THE NOTICE OF ARBITRATION IS SUBMITTED.

13.3.

IF ANY DISPUTE IS SUBMITTED TO THE HKIAC FOR ARBITRATION, THE ARBITRATION PANEL SHALL CONSIST OF ONE SINGLE ARBITRATOR.THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH IN HONG KONG.THE AWARD OF THE HKIAC ARBITRATION TRIBUNAL SHALL BE FINAL AND BINDING UPON ALL RELEVANT PARTIES, AND THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD.ANY PARTY TO THE DISPUTE MAY APPLY TO A COURT OF COMPETENT JURISDICTION FOR ENFORCEMENT OF SUCH AWARD.

13.4.

If you initiate any legal proceedings against us or our affiliates in breach of this Clause 13, including any legal proceedings disputing our determination which has become binding on you according to this Clause 13, you shall hold us and our affiliates, directors, officers, employees, agents or representatives of us and our affiliates, and anyone acting on our behalf, harmless and indemnified against any claim, losses, damages that may be suffered by us.

13.5.

Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.

13.6.

IN ANY EVENT, YOU MAY NOT MAKE OR COMMENCE ANY CLAIM AGAINST US OR OUR AFFILIATES UNDER THESE TERMS AFTER ONE (1) YEAR FROM THE OCCURRENCE OF THE MATTER GIVING RISE TO THE CLAIM. FOR THE AVOIDANCE OF DOUBT, THIS ONE (1) YEAR LIMITATION PERIOD INCLUDES THE TIME PERIOD FOR AMICABLE CONSULTATION AS REFERRED TO IN CLAUSE 13.2.

14.

General Provisions

14.1.

Subject to any additional agreements, these Terms constitute the entire agreement between you and us with respect to and govern your use of the sites and services, superseding any prior written or oral agreements in relation to the same subject matter herein.

14.2.

We and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.

14.3.

If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

14.4.

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such clause. The words “include”, “includes”, “including” and similar Terms used in the Terms shall be construed as if followed by the words "without limitation".

14.5.

Our failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of our right to act with respect to subsequent or similar breaches.

14.6.

We shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any of our affiliates). You may not assign, in whole or part, the Terms to any person or entity.

14.7.

Other than our affiliates, no person who is not a party to the Terms shall have any right to enforce any of the provisions in the Terms.

14.8.

If you have any comments or questions on the services we provide to you, you may contact us by email: PicCopilot@aliexpress.com.