TMThank you for choosing the FUMO Lab. These FUMO Lab Terms of Service (these "Terms") are entered into by Fusion Lab Pte. Ltd. ("FUMO Lab", "we", "us" or "our") and you ("you" or "User"), and govern your access to and use of our Services (as defined below).
BEFORE ACCEPTING THESE TERMS, PLEASE READ ALL OF THEIR PROVISIONS CAREFULLY (IN PARTICULAR THE PROVISIONS IN BOLD). IF YOU DO NOT AGREE TO ANY PROVISION OF THESE TERMS, OR CANNOT ACCURATELY UNDERSTAND OUR INTERPRETATION OF SUCH PROVISIONS, PLEASE DO NOT PROCEED WITH ANY FURTHER OPERATIONS.
These Terms incorporate by reference the Privacy Policy, and any other guidelines, policies or statements that we may provide in writing from time to time (collectively, "FUMO Lab Policies"), as well as any ordering document, ordering page or FUMO Lab webpage that you use to purchase Services (an "Order Form"). The above documents collectively form a part of these Terms. In the event of a conflict between these Terms and an Order Form / a separate written agreement between the parties, the Order Form / written agreement shall prevail.
By accepting these Terms online, accepting an Order Form, actually using our Services, or taking any other voluntary action, you are deemed to have agreed to all provisions of these Terms and to comply with them. We reserve the right to amend these Terms from time to time based on our reasonable business judgment.
You understand and agree that FUMO Lab may impose restrictions on how you use the Services, their scope, functionality, etc., based on your account type, the category, characteristics and specifications of the products and services you have ordered; you shall carefully read the specific provisions, order agreements / service orders, service rules and other related instructions applicable to the products and services you have ordered, understand and comply with such restrictions; and you further agree that if your usage exceeds the purchased service specifications, FUMO Lab may, based on its reasonable business judgment, restrict or suspend the provision of the relevant Services to you.
We will provide notice of updates in accordance with Clause 19. Your continued use of the Services after the update becomes effective constitutes your acceptance of the updated Terms.
1. Account Registration and Use
1.1 Eligibility
You confirm that when you complete the registration process or otherwise actually use our Services in a manner permitted by FUMO Lab, you are a natural person, legal entity or unincorporated organization with full capacity for civil conduct and full civil capacity. If you register for, purchase or use the Services on behalf of a legal entity, company or other organization, you represent and warrant that you have full authority to accept these Terms on behalf of, and bind, such legal entity, company or other organization. In such case, "you" or "User" under these Terms also refers to the legal entity, company or other organization that you represent.
If you are a minor or a person with limited civil capacity, you do not have the foregoing eligibility, and you and your guardian shall bear all consequences arising from your improper registration.
1.2 Account Registration
After you fill in the information as prompted on the registration page, read and agree to these Terms and complete the entire registration process, you will obtain a FUMO Lab account and become a FUMO Lab user.
You may choose to complete the registration of a FUMO Lab user account by setting up a login email address and completing dynamic verification. When you register an account, FUMO Lab may automatically generate an "Account ID" for you. You understand and agree that references to your FUMO Lab account mean the combination of the foregoing account name and password, login email address, or other information that falls under "account" or "username" in the user interface.
Third-Party Platform Registration / Login
In addition to email registration, you may also choose to register and log in using an account from a third-party platform supported by us (such as Google, GitHub, etc., as indicated on the login page) ("Third-Party Login"). When you use Third-Party Login, you are deemed to authorize us to obtain certain basic information (including but not limited to your user ID, email address, avatar, etc.) from the third-party platform in accordance with the Privacy Policy and the scope of authorization of the third-party platform. You understand and agree that:
Your third-party platform account is operated independently by the platform to which it belongs, and you shall comply with such platform's user agreement and privacy policy. We are not responsible for the acts, service quality, account security or any interruption or error of any third-party platform;
If your third-party platform account is restricted, frozen or cancelled for any reason, you may be unable to log in to or use our Services, and such risk shall be borne by you; we have the right to retain your account data for a reasonable period, but have no obligation to restore your account access;
If multiple FUMO Lab accounts registered by you using different third-party platforms or different email addresses are determined to belong to the same User under Clause 1.6, we have the right to process such accounts in a unified manner;
For account security, we recommend that after completing Third-Party Login, you also bind and verify a valid email address in your account settings so that you can recover account access via email in the event of an abnormality with the third-party platform.
You shall provide accurate and timely updated account information in accordance with legal or regulatory requirements or as prompted on the relevant pages, so that it is true, current, complete and accurate. If the information you provide is false, inaccurate, outdated or incomplete, FUMO Lab may send you an inquiry and/or a request for correction, and you shall cooperate by providing or updating the relevant information as requested by FUMO Lab. If you fail to provide true, timely, complete and accurate information, you shall bear the consequences and losses arising from your inability to use your FUMO Lab account (inability to register successfully, or account freezing or cancellation) or from your use of the Services.
Generally, your FUMO Lab account is your unique identifier for accessing and using the FUMO Lab Services, and each FUMO Lab account is, in principle, intended for independent use. If, based on associated information generated during the registration, login, payment or use of the Services across different FUMO Lab accounts, we reasonably determine that multiple accounts are actually held, controlled or used by the same User, we have the right, for purposes such as account security, risk control, anti-fraud, anti-abuse, billing or compliance, to identify such accounts as associated accounts or process them in a unified manner. Examples of associated information include: same identification document, same mobile phone number, same payment account, same device, same address, etc.
1.3 Account Security
You have the right to log in to FUMO Lab using the email address you set or confirmed and the password you set. Your account is set and kept by you. We will never proactively ask you for your account password. Therefore, it is recommended that you take good care of your account. If your account suffers losses or consequences due to your voluntary disclosure or due to attacks, fraud or other acts committed by others, we will not be liable, and you shall seek recourse from the infringers through judicial, administrative or other remedies. If you log in via a third-party platform, you shall also take good care of your third-party platform account and password, and be fully responsible for all activities under such accounts.
Because your account is associated with your personal information, your account may be used only by you. Without our consent, any authorization, direct or indirect, for a third party to use your FUMO Lab account or obtain information under your account is invalid. If we determine, based on the default determination procedures and standards set forth in the FUMO Lab Policies, that the use of your account may jeopardize the security of your account and/or our information security, we may refuse to provide the relevant Services or terminate these Terms.
You acknowledge and agree that we will obtain records of your account activities in order to alert you to high-risk events. You understand and accept that although we provide the above account security monitoring services for you, you are the primary person responsible for your account security. We cannot guarantee the effectiveness or quality of the free services provided, and we will not be liable for any consequences (including but not limited to any loss you suffer) arising from the disclosure of any other login authentication method.
2. Services
2.1 Service Selection
You may select and purchase Services according to your own needs. Before purchasing or paying, please carefully read the specific rules, restrictions and conditions applicable to the selected Services. Your purchase or payment constitutes your agreement to such specific rules.
2.2 Service Definition and Scope
For purposes of these Terms, "Services" means the multi-model integrated reasoning services that we provide to you through API interfaces. For each request you submit, we may call one or more reference models in parallel to generate candidate results and, following contextual orchestration, cross-validation and other processing, generate the final Output for you through the primary fusion model.
2.3 License and Use
We grant you a non-exclusive, revocable, non-transferable, non-sublicensable right to access and use the Services during the term of these Terms. You may access the Services through the application programming interfaces ("APIs") provided by FUMO Lab, but you may not resell, transfer, sublicense, rent, lend or otherwise provide to any third party your account, API Key or independent access to the Services.
2.4 Use Restrictions and Overages
You understand and agree that we may impose restrictions on the use of the Services based on the type, characteristics and specifications of the Services you have ordered, including restrictions on the manner, scope, term, functionality, quota, rate limits, concurrency, request size, result size, and execution time, etc. You shall carefully read the specific terms and related documentation we have established for the ordered Services, and agree to comply with such restrictions or constraints.
In addition, if your usage exceeds the purchased specifications or your balance is insufficient, we have the right to restrict or suspend the provision of the relevant Services based on reasonable business judgment.
2.5 Account Responsibility
You must register an account to use the Services in accordance with the eligibility requirements for the Services, and provide accurate and up-to-date account information as required. You are responsible for all activities that occur under your account.
You may not provide account access credentials to any third party, share personal login credentials among multiple users of a single account, or resell or rent access to your account. You shall notify us immediately if you become aware of any unauthorized access to your account or use of the Services.
3. Service Provision and Changes
3.1 Provision Method and Documentation
We will provide the Services to you in accordance with the then-current product documentation, API descriptions, pricing page rules, console displays, etc. The foregoing content may be updated by us from time to time and shall be deemed a part of these Terms. We may upgrade, maintain, adjust functionality, change APIs, optimize performance, adjust rate limiting rules, or discontinue certain capabilities of the Services.
3.2 Material Change Notice
If we make a change to the Services or pricing rules that materially affects you, we will provide reasonable advance notice by means of in-site notification, email or announcement; however, changes required for security, compliance or emergency fault handling may not be able to be notified in advance or may have a significantly shorter notice period.
3.3 Testing or Invitational Testing
We may provide free Services to you for a certain period and/or with a certain amount of free credits by way of invitational testing, public beta, etc., as announced by FUMO Lab. During the free period and/or to the extent covered by such free credits, you are not required to pay fees. We do not rule out the possibility of charging fees in the future, in which case we will announce the charging policy and specifications in advance by posting an announcement on the website or sending an in-site notification. If you continue to use the relevant Services after the charging period begins, you shall pay for the Services you continue to use in accordance with the then-effective charging policy. During the trial (use) period, FUMO Lab will provide technical support for service availability and reliability, but does not make any commitment to service availability or reliability. Unless otherwise agreed, the Service Level Agreement (if any) will begin to apply after you start using the official release version of the product and service.
Unless otherwise expressly stated by FUMO Lab, any free credits or other benefits granted in connection with testing, invitational testing, registration, promotion or other activities may only be used by the User who receives such credits or benefits in accordance with the applicable activity rules, have no cash value, and may not be withdrawn, redeemed for cash, sold, transferred or otherwise traded.
4. Prohibited Conduct
All rights, title and related interests in the Services belong to us. You only have the right to use the Services as expressly granted in these Terms. You shall not use the Services or User Content (as defined in Clause 8 below) in a manner that violates any applicable law, these Terms or any FUMO Lab Policies. If you integrate the Services into any website, application, product or other service operated or controlled by you, you shall ensure that your and your End Users’ use of the Services complies with these Terms and applicable laws and regulations, and you shall be responsible for your End Users’ use of the Services through your integration. You shall not engage in, or permit any End User to engage in, any conduct prohibited under these Terms:
impair or attempt to impair the security of the Services, including interfering with the operation of the Services, hindering others from using the Services, or damaging the networks, servers and systems on which the Services rely;
use the Services or User Content in a manner that infringes, misappropriates or otherwise violates third-party rights;
send us any personal information of children under the age of 13 (or the age of digital consent under applicable law), or allow minors to use our Services without the consent of a parent or guardian (or, if applicable law imposes higher requirements, comply with such requirements), or, if you are using the Services in the United States, send any content subject to the International Traffic in Arms Regulations (ITAR) or the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations;
process data that is prohibited or regulated by law (such as highly sensitive personal information or industry-regulated data) without satisfying applicable legal requirements or obtaining necessary authorization;
reverse assemble, reverse compile, decompile, translate, extract models from, conduct model stealing attacks against, or otherwise attempt to obtain the source code, underlying components, algorithms or systems of the Services (except to the extent such restrictions are contrary to applicable law);
use the Services, Input or Output for model retraining or development, including training, developing, optimizing or creating any other machine learning model through model distillation, transfer learning or any other technical means, or using a large volume of Outputs generated by the Services to train or develop any model that competes with the Services;
extract data from the Services by any means;
purchase, sell or transfer API keys to any third party;
engage in fraudulent, false or misleading conduct, or infringe the intellectual property or other legal rights of others;
use the Services to engage in mining, scanning, penetration, DDoS, dissemination of malicious code or other attacks;
use the Service or Output for large-scale scraping, caching, redistribution or circumvention of restrictions in violation of any third-party terms or applicable law;
use the Services or any Output for any end use prohibited by applicable law, or in violation of export control or sanctions compliance requirements of third-party models or other third-party services;
violate any usage requirements that we expressly communicate to you based on the policies, use restrictions or other applicable requirements of third-party models or other third-party services;
post, upload or distribute any Input or other content that is illegal or violates these Terms, any FUMO Lab Policies or any applicable usage requirements expressly communicated to you by us.
If you engage in any of the foregoing conduct, we may, to the extent necessary, immediately take actions such as issuing warnings, rate limiting, suspension, or blocking your access to and use of the Services, terminating your account or your access to and use of the Services withholding or cancelling your promotional credits, freezing refunds or requiring risk verification, as appropriate to prevent or remedy the violation, without prior notice to you and without any liability. In cases involving urgent security or compliance concerns, we may take action first and notify you afterwards.
5. Prepayment, Usage-based Billing and Taxes
5.1 Prepayment
Currently, FUMO Lab requires you to make a prepayment before you can use and access the Services. The minimum prepayment amount is 1 US Dollar (USD) and must be an integer ("Balance" or "Prepaid Amount").
5.2 Usage-based Billing and Charging Basis
We will deduct fees from your Balance based on the pricing dimensions (e.g., tokens, number of requests, duration, computing resources, etc.) published on the pricing page/product documentation. Our system records used for metering will serve as the basis for charges. If you dispute any charge, you must raise the objection within 30 calendar days after the relevant charge occurs, failing which you will be deemed to have accepted the charge (unless otherwise required by law). Therefore, you acknowledge and confirm that regardless of the status of your account, you are required to pay in full all fees incurred for the Services actually used.
5.3 Nature of Balance
The Balance may only be used to offset Service fees; it does not constitute legal tender, a stored value account, or a deposit with us, and is non-transferable and non-encashable. You acknowledge and agree that because the Services are non-tangible digital services, the Balance, once prepaid, is non-refundable except as required by applicable law.
5.4 Balance Validity Period
The Balance is currently valid indefinitely. If we later adjust the validity period of the Balance, we will notify you in a reasonable manner in advance, and the scope of application and transitional arrangements after the adjustment takes effect will be subject to the announcement or notice at that time.
5.5 Taxes
All amounts payable under these Terms are exclusive of any sales, use or other taxes or duties (collectively, "Taxes"), except for taxes imposed on our own income. In any jurisdiction where no separate sales or use tax is imposed, "Taxes" also include any other taxes that are functionally equivalent to a sales or use tax and are imposed on the basis of sales revenue.
If we determine that we are legally obligated to collect any Taxes from you in connection with the Services under these Terms, we will collect such Taxes in addition to the applicable fees. You may not deduct any Taxes from amounts payable to us.
If any Services or payments under these Terms are subject to Taxes, such Taxes shall be borne by you. Where we are required by law to collect and remit such Taxes, you shall pay such Taxes to us and we will remit them to the relevant tax authority. Where you are required by law to withhold, self-assess or directly pay such Taxes, you shall pay the Taxes and any related penalties or interest to the relevant tax authority. If you fail to make any such payment as required above, you shall indemnify us against any liability or costs incurred by us as a result. Upon our request, you shall provide an official receipt issued by the relevant tax authority or other evidence reasonably demonstrating that such Taxes have been paid.
5.6 Payment Method
You may make prepayments through the payment methods supported on the FUMO Lab website, including but not limited to Stripe and other payment channels that we may support from time to time. You authorize us (and our payment processors, including but not limited to Stripe and other relevant payment service providers) to charge all amounts payable in connection with the Services to the payment method you provide. You authorize us and the relevant payment service providers to process payments in connection with the Services using the payment method you select.
The prices of the Services and all amounts payable are denominated and settled in USD. If you make payment in a currency other than USD, the relevant amount may be converted into USD by your card issuer, payment institution, payment network or other financial institution at the applicable exchange rate, and currency conversion fees, cross-border transaction fees or other related fees may apply. The actual exchange rate and related fees are determined and charged by the relevant institution. We are not responsible for exchange rates, fluctuations in exchange rates, currency conversions or any additional fees arising therefrom.
Different payment channels may be subject to their own terms of service and fee rules. To the extent permitted by law, we are not liable for errors, failures, delays, chargebacks or reversals caused by any card issuer, payment network or payment processor; however, we may suspend the Services, freeze the relevant Balance or require you to change your payment method as a result.
5.7 Insufficient Balance and Service Suspension
If your Balance is insufficient to pay for the requested Services, we may restrict or suspend the Services until you have replenished your Balance. If a negative Balance arises due to metering delays or otherwise (if any), you shall promptly replenish it, and we may deduct such amount from subsequent prepayments.
5.8 Price Changes and Corrections
You acknowledge and agree that we may adjust prices and billing methods based on reasonable business judgment, and the latest information displayed on the FUMO Lab website will prevail. Except where immediate effectiveness is required by law, we will provide reasonable advance notice of material changes in accordance with Clause 3.2. Even if an invoice has been issued or payment has been received, we still have the right to correct obvious pricing errors or system billing mistakes and make supplemental deductions or refunds within a reasonable range.
5.9 Fraud and Abuse Handling
If we reasonably determine that you are engaged in fraud, unauthorized use of payment cards, money laundering, malicious arbitrage, improper enrichment through any refund or marketing campaign, or any other illegal or improper conduct, we have the right to:
refuse any form of Balance refund request;
claw back any bonus credits you have obtained through marketing campaigns (if any);
freeze or cancel your account;
cooperate with payment institutions and law enforcement authorities in investigations.
5.10 After-sales Compensation
If you encounter issues while using the Services and we confirm that the issue is our responsibility, any compensation or solution we provide will be in the form of crediting your account with Balance or Service credits, and will not involve a refund to the original payment method.
6. Third-Party Services
6.1 Third-Party Services and Related Restrictions
If the Services involve calls to or integration with third-party models or third-party services ("Third-Party Services"), such Third-Party Services may be subject to their own terms of service, policies or use restrictions. We may make necessary adjustments or impose restrictions on the functionality, manner of use, scope of availability or related content of the Services based on our arrangements with Third-Party Service providers and the applicable policies or restrictions of such Third-Party Services. You shall comply with any related requirements that we expressly communicate to you in connection with such adjustments or restrictions.
If, in order to satisfy the compliance requirements of third-party model providers or other Third-Party Service providers, we reasonably require you to provide information, declarations, certifications or other necessary materials relating to your use of the Services, you shall reasonably cooperate with such requests. If you fail to provide the relevant materials, or if such materials are insufficient to satisfy the applicable requirements, we may restrict or suspend the relevant Services.
6.2 Third-Party Service Processing
You understand and agree that, in order to provide the Services to you, we may, based on your request and the needs of task processing, transmit or provide all or part of your Input, together with contextual information reasonably necessary to complete the relevant task, to third-party model providers or other Third-Party Service providers integrated with our Services for processing, and receive results returned by such third parties.
Depending on the needs of a particular task, the same request may be processed using one or more third-party models or other capability sources. The specific third parties involved in the processing, the order of processing, and the scope of information provided to them may be dynamically determined by the Fusion system based on the status of the task and may change during the processing of the task. We will reasonably limit the scope of information provided to such third parties based on what is actually necessary to provide the Services.
Third-party model providers or other Third-Party Service providers may retain or use your Input in accordance with their own data retention policies. We do not make any representations or warranties regarding their data retention periods, methods of use or security measures. If your Input contains personal data, the processing and sharing of such personal data will also be governed by our Privacy Policy.
6.3 Output and Results Risks
Outputs of the Services may be inaccurate, incomplete, biased, infringing or inappropriate. You are solely responsible for evaluating their accuracy and suitability and for the consequences of using such Outputs. Outputs do not constitute medical, legal, financial or other professional advice.
6.4 Third-Party Service Liability
The Services may rely on third-party models or other Third-Party Services. To the extent permitted by law, we are not liable for any interruption of the Services, degradation in performance, abnormal Outputs, service adjustments, discontinuation, rate limiting or other circumstances beyond our direct control that are caused by the Third-Party Services themselves.
We will, within commercially reasonable limits, assist in troubleshooting and, where feasible, take measures such as switching to alternative services, service degradation or other alternative measures. Our taking or failure to take any of the foregoing assistance, troubleshooting, switching, degradation or other alternative measures does not constitute an acknowledgment or undertaking by us of any liability in respect of the relevant Third-Party Services, nor may it independently serve as a basis for requiring us to provide any refund or compensation or assume any other liability.
6.5 Your Representations and Warranties
You represent and warrant that you have all necessary rights, licenses, consents and legal bases for the Input you submit, and that you will comply with applicable laws, these Terms and the FUMO Lab Policies. If any third-party claim, regulatory investigation or dispute arises out of or in connection with your Input, your use of the Services, or your display, distribution or other handling of the Outputs, you shall be responsible for addressing the same and, to the extent permitted by law, hold us harmless therefrom.
7. Service Interruption, Maintenance and Force Majeure
7.1 Maintenance and Emergency Repairs
We may carry out planned maintenance, emergency repairs, version upgrades, capacity expansions or security measures, which may cause temporary unavailability, degraded performance or limited functionality of the Services.
7.2 Force Majeure and Causes Beyond Reasonable Control
We are not liable for any unavailability, delay, degradation in performance or limitation of functionality of the Services caused by force majeure or causes beyond our reasonable control (including but not limited to cloud service failures, failures of third-party models or other Third-Party Services, network operator issues, DNS anomalies, payment channel anomalies, government actions, regulatory requirements, sanctions/export control requirements, internet backbone anomalies, etc.). Our obligations to perform shall be suspended for the duration of the force majeure event.
8. Intellectual Property and User Content
8.1 Ownership
Each party retains all rights in its trademarks, copyrights and other intellectual or industrial property rights. Neither the execution nor the performance of these Terms will transfer any such rights to the other party or cause them to become jointly owned. The technology, software, systems, interfaces, architecture and other intellectual property related to the Services that are owned or developed by us belong to us. Unless expressly provided otherwise in these Terms, we grant you no license or right (whether express or implied) in or to our intellectual property.
8.2 User Content
You may provide input to the Services ("Input") and receive output from the Services based on such Input ("Output"). We refer to Input and Output collectively as "User Content".
Between you and FUMO Lab, and to the extent permitted by applicable law:
(a) you retain your rights in the Input;
(b) you are entitled to the rights in the Output to the extent provided by law. To the extent we own and are able to assign such rights, we assign to you any rights, title and interests we may have in the Output; however, such assignment does not affect any rights that third parties may have in their models, content sources or data, and is subject to third-party terms (if applicable);
(c) With respect to all User Content, you understand and agree that, as part of the data processing services under these Terms, you may choose whether to grant the following authorization in the settings at any time; When the authorization is enabled, once you submit the Input, you shall be deemed to grant FUMO Lab a worldwide, royalty-free, irrevocable, perpetual and sublicensable license, allowing FUMO Lab, to the extent permitted by applicable law, to retain, use, reproduce, modify and process your Input and corresponding Output for various commercial purposes including but not limited to product iteration, algorithm update, service optimization, market analysis, commercial promotion, model training and external cooperation, so as to further improve your user experience. If the Input you submit contains authorized personal information, prior to using it for the aforesaid purposes, we will conduct processing including but not limited to de-identification, anonymization and desensitization in accordance with the applicable laws, so that the aforesaid license will not be affected by the revocation of personal information authorization or account cancellation. If you discover any authorization defects in the User Content you provide, you may contact us to provide relevant explanations and materials. Following our review and approval, we will conduct processing including de-identification, anonymization, desensitization or deletion. Nevertheless, you shall bear full liability for any losses incurred by us, third-party claims, regulatory investigations or disputes arising therefrom.
We do not request or recommend that you input personal information, confidential information or other intellectual achievements worthy of protection. You should be aware that, to ensure the security of your personal information, confidential information and other intellectual achievements worthy of protection, unless it is necessary for your use of FUMO Lab products or Services and you have fully understood the corresponding risks, you should avoid inputting such information into FUMO Lab. If you submit or allow End Users to submit relevant content to us through any website, application, product or other service operated or controlled by you, you shall ensure that you have the right to provide such content to us. If such content contains personal data of End Users or other individuals, you shall provide any notices and obtain any consents required under applicable laws and regulations, or otherwise have another lawful basis for processing, to ensure that we may process such personal data in accordance with these Terms and the Privacy Policy.
For all Output obtained through calls to FUMO Lab APIs (including but not limited to text, images, videos and other data and information), the intellectual property rights therein belong to their original creators or lawful rights holders (if any). You are responsible for assessing and bearing the intellectual property risks and related legal liabilities associated with such Output. You are obliged to comply with the license terms applicable to the original content and all relevant laws and regulations when using the Output. If any rights holder files a complaint or asserts a claim regarding your use or display of the Output, you shall bear the corresponding legal liability and promptly take necessary measures to hold us harmless from any resulting losses.
If you integrate the Services into any website, application, product or other service operated or controlled by you, you shall effectively manage and control the security, legality and compliance of the relevant content provided, displayed or distributed to End Users through such integration, and take necessary measures based on applicable laws and regulations and the specific use case, including but not limited to establishing mechanisms for content review, user management, data security, monitoring and alerting, and emergency response. Given that information returned by the APIs may contain errors, be incomplete or otherwise defective, you shall promptly take measures such as deletion, blocking or withdrawal with respect to any illegal or harmful information that you discover or that we bring to your attention, in accordance with applicable law, to ensure that your relevant website, application, product or service operates lawfully and compliantly.
If you create or participate in the creation of virtual characters using our Services, you must ensure that the image, avatar, name, character setting and any data or content used in the creation process do not infringe any third-party intellectual property rights, portrait rights, rights of reputation, privacy rights, personal information rights, or other legitimate rights and interests. You will not use the virtual character to engage in any conduct that may constitute unfair competition.
8.3 Our Obligations with Respect to User Content
We will process and store User Content in accordance with the Privacy Policy. We may use User Content to the extent necessary to provide, maintain and optimize the Services, ensure security, manage compliance, provide customer support, and for other purposes authorized by you or permitted by applicable law. If you choose to enable the relevant authorization pursuant to Clause 8.2(c), we will use the relevant User Content within the scope of such authorization for purposes such as product optimization, algorithm improvement and model training.
8.4 Your Obligations with Respect to User Content
You represent and warrant that you have all rights, licenses and authorizations necessary to provide Input to the Services, and that you are responsible for all Input. If your Input contains personal data, you shall ensure that you have the right to provide such personal data to FUMO Lab and that the collection, use, transmission and processing of such personal data have a lawful basis as required by applicable law. If our collection or processing of relevant data is improper due to your Input lacking a lawful basis for processing, infringing third-party rights or violating applicable law, we have the right, based on our reasonable unilateral judgment, to immediately take measures including but not limited to deleting the relevant information and data, suspending the Services, or freezing or cancelling your account, without any liability. You are solely responsible for all use of Output and shall assess whether the Output is accurate and appropriate for your use case (including, where appropriate, human review). If, during our processing of your User Content pursuant to these Terms, any third-party claim, regulatory investigation or dispute arises due to your User Content, you shall be responsible for addressing the same and, to the extent permitted by law, hold us harmless therefrom. If any damage is caused to us, you shall, to the extent permitted by law, compensate us for the reasonable losses incurred as a result.
8.5 Similarity of Output
You acknowledge that due to the nature of our Services and the general characteristics of artificial intelligence, Output may not be unique, and different users may obtain the same or similar Output. The provisions of these Terms regarding the ownership of rights in and authorization of Output do not apply to the Output of other users.
9. Confidentiality
9.1 Use and Protection Requirements
"Confidential Information" means information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is identified as confidential at the time of disclosure or that the Receiving Party would reasonably understand to be confidential based on its nature and the circumstances of disclosure. For the avoidance of doubt, Confidential Information includes, but is not limit to, User Content, account and billing information, non-public API documentation, technical information, business information and other non-public information.
The Receiving Party agrees:
to use the Disclosing Party's Confidential Information only for the purpose of exercising its rights and performing its obligations under these Terms;
to take reasonable measures to protect such Confidential Information;
not to disclose such Confidential Information to any third party except as expressly permitted by these Terms.
With respect to User Content, we will process it in accordance with Clause 8, the Privacy Policy and the relevant authorizations granted by you.
9.2 Exceptions
The obligations in Clause 9.1 do not apply to information that: (a) becomes publicly available through no fault of the Receiving Party; (b) was already known to or in the possession of the Receiving Party before receipt from the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party without restriction; or (d) is independently developed by the Receiving Party without using the Disclosing Party's Confidential Information.
The Receiving Party may disclose Confidential Information only to its employees, contractors and agents who have a need to know and are bound by confidentiality obligations at least as strict as those in these Terms. The Receiving Party shall be liable for any breach of this Clause 9 by its employees, contractors or agents. If the Receiving Party is required by law to disclose Confidential Information, it shall, to the extent commercially reasonable, use commercially reasonable efforts to provide advance notice to the Disclosing Party, unless prohibited by law.
10. Security
10.1 Our Security Program
We will maintain an information security program (including the development and implementation of internal policies and procedures) designed to: protect the Services and User Content from accidental or unlawful loss, access or disclosure; identify reasonably foreseeable internal risks to security and unauthorized access; and mitigate security risks through regular risk assessments and testing, among other means.
10.2 Our Security Obligations
As part of our information security program, we will take reasonable technical measures consistent with industry common practices to protect the security of the Services and User Content, including: developing and implementing policies relating to data storage, transmission and access; implementing reasonable network and access controls; maintaining logs; developing plans to remediate potential security threats; and regularly reviewing the adequacy of our security and information security program by reference to industry best practices and our own policies and procedures.
10.3 Your Security Obligations
You shall take reasonable measures to protect the security of your account, password, API keys, access credentials and devices used to access the Services, and shall not disclose or provide the relevant account or credentials to any unauthorized third party. If you become aware of or suspect any unauthorized access to, use or disclosure of your account, API keys or other access credentials, you shall promptly notify us and take reasonable measures to prevent further losses. You shall bear the corresponding liability in accordance with applicable law for any consequences arising from your failure to properly safeguard your account or related credentials.
10.4 Cooperation on Security Incidents
If any security incident occurs or is suspected to have occurred, you shall notify us immediately. Upon receipt of such notice, we will cooperate with you in investigating and responding to the incident within commercially reasonable limits, but the related costs shall be borne by you (unless the incident is clearly caused by our fault).
11. Privacy Protection
11.1 Personal Data (Your Obligations)
If you provide content containing personal data to the Services, you shall ensure that you have the right to provide such personal data to us and that the collection, use, transmission and processing of such personal data have a lawful basis as required by applicable law, including but not limited to obtaining any necessary authorization or consent.
You shall not submit through the Services any personal data that violates applicable laws or regulations or infringes the lawful rights and interests of any third party. You shall be responsible for the personal data you submit and the related processing activities.
11.2 Our Processing of Personal Data
We will access and process personal data in accordance with these Terms and the Privacy Policy for the purposes of providing and maintaining the Services, billing, risk control, security, compliance, customer support, and other purposes authorized by you or permitted by applicable law. You hereby grant us a non-exclusive, sublicensable license to access, copy and use such personal data to provide the Services under these Terms and to comply with our legal obligations.
In the course of providing products, services and technical and network support to you, we may collect or generate certain technical and operational data, such as system logs, billing data, error information, performance metrics, customer service dialogues, risk control signals, etc. ("Operational Data"). We may use de-identified or aggregated Operational Data for statistical analysis, performance optimization, capacity planning and anti-abuse purposes, provided that we do not identify you.
Except as necessary for your use of the Services or as otherwise required by applicable laws and regulations, we will not access or use your data in a manner inconsistent with these Terms without your consent.
12. Payment Disputes, Term and Termination
12.1 Term
These Terms become effective on the earlier of the date you accept these Terms online, the effective date of an Order Form, or the date you first use the Services, and will continue in effect until terminated in accordance with this Clause 12 (the "Term").
12.2 Termination
Unless otherwise expressly provided with respect to the Services you have purchased, you may cease using the Services at any time and apply to cancel or delete your account in accordance with the process provided by the platform. Account cancellation and termination of these Terms will not affect any rights or obligations accrued prior to termination. If we reasonably believe that you or your End Users have violated or may violate any provision of these Terms, or if a relevant third-party model provider or other Third-Party Service provider requires us to take relevant action, we have the right to restrict, suspend, disable or terminate your access to all or part of the Services (including the relevant Services provided to End Users through your integration), or terminate these Terms and your account, including but not limited to the following circumstances:
you materially or repeatedly violate these Terms or any FUMO Lab Policies;
your use violates applicable laws or regulations, or involves fraud, unauthorized use of payment cards, money laundering, abuse of the Services or other illegal or non-compliant conduct;
you circumvent usage restrictions, technical measures, billing rules or promotional rules, or improperly obtain or use free credits, discounts or other benefits, through bulk account registration, control or use of multiple accounts, false identities or information, automated tools or other means;
as necessary to comply with applicable laws, regulatory requirements, judicial or administrative requirements, or sanctions, export control or other compliance requirements;
as necessary to prevent security risks, harm or liability risks to us, the Services, other users or third parties;
continued provision of the Services to you becomes impossible or is no longer reasonably feasible due to changes to Third-Party Services, technical reasons, business adjustments or other reasonable causes; or
other circumstances where, based on our reasonable judgment, it is necessary to restrict, suspend or terminate the Services.
Where reasonably practicable and not prohibited by law, we will use commercially reasonable efforts to notify you of the relevant restriction, suspension or termination.
12.3 Effect of Termination
Upon termination of these Terms, your right to use the Services will terminate, and we will cease to provide the relevant Services to you. If these Terms are terminated for reasons attributable to you (including but not limited to your breach or violation of law), we have the right to retain the unspent Balance in your account as liquidated damages, and reserve the right to take legal recourse against you as permitted by law. Termination of these Terms does not affect any rights or obligations accrued prior to termination, including your payment obligations. Provisions that by their nature should survive termination, including intellectual property, confidentiality, disclaimers, limitation of liability and dispute resolution, will continue to apply after termination.
After termination of these Terms, we have no obligation to disclose any information in your account to you or any third party you designate, except as expressly required by law.
12.4 Treatment of Balance upon Termination
After termination, the unspent Balance in your account (i.e., the remaining portion of the Prepaid Amount after deducting Service fees already incurred) will be handled as follows:
Termination due to your cause: If these Terms are terminated due to your material breach of these Terms, any FUMO Lab Policies or applicable law, or your engagement in fraud, unauthorized use of payment cards, money laundering, abuse of the Services or similar conduct, to the extent permitted by law, the unspent Balance will not be refunded. If your conduct causes us any loss, we reserve the right to hold you liable in accordance with applicable law.
Other termination scenarios: If these Terms are terminated for reasons other than the foregoing, including your voluntary account cancellation, the unspent Balance will be handled in accordance with Clause 5.3. If applicable law contains any mandatory provisions to the contrary, such provisions shall prevail.
12.5 Deletion of User Content
After termination of these Terms or cancellation of your account, we will delete, anonymize or otherwise appropriately process the relevant User Content in accordance with the Privacy Policy and applicable law. Where retention is necessary for purposes of applicable laws and regulations, dispute resolution, security, anti-fraud, financial audits or other compliance requirements, we may continue to retain the relevant information for the necessary period. Data in backup systems may continue to exist for a certain period due to technical reasons and will be gradually deleted or overwritten during the normal backup cycle.
With respect to User Content that you have authorized pursuant to Clause 8.2(c) for purposes such as product improvement, algorithm optimization or model training, the manner in which such User Content will be handled after you disable the relevant authorization or cancel your account will be governed by the relevant authorization terms, the Privacy Policy and applicable law.
13. Warranties and Disclaimers
13.1 Warranty
We warrant that during the Term, provided the Services are used in accordance with these Terms, the Services will in all material respects conform to the documentation we provide or make publicly available. If you believe the Services do not in material respects conform to the publicly available documentation, you shall promptly notify us and provide reasonable evidence, and we will investigate and address the matter within commercially reasonable limits.
13.2 Disclaimer
EXCEPT FOR THE WARRANTY SET FORTH IN CLAUSE 13.1, THE SERVICES ARE PROVIDED "AS IS", AND WE AND OUR AFFILIATES AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR UNINTERRUPTED USE, AS WELL AS ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING OR USAGE OF TRADE.
We perform basic support obligations in accordance with law, but we are not liable for service performance obstacles, defects, delays or changes caused by the following:
force majeure events such as natural disasters, strikes, riots, war, government actions, judicial or administrative orders;
failures in public utilities such as power supply or communication networks, or third-party factors;
routine or emergency equipment and system maintenance, equipment or system failures, network information and data security issues, etc., provided we have exercised good faith management.
You understand that despite our best efforts, due to the technical limitations inherent in the technologies on which we and the services accessed through the FUMO Lab platform rely, we still cannot warrant the following:
that FUMO Lab and the services within the platform will meet your actual or specific requirements or purposes, or that any product, service or other content obtained through FUMO Lab will meet your expectations;
that the Services will be 100% accurate, reliable, available, timely, secure, error-free, uninterrupted, continuously stable, or free from any faults;
FUMO Lab and the Services do not truly understand user input like a human being, nor do they understand the potential risks and ethical issues that may be implied. The Outputs of FUMO Lab and the Services do not constitute any advice or decision for you; we do not guarantee the authenticity, completeness, accuracy, timeliness or practicality of the generated content. You must make independent judgments based on your own circumstances, and FUMO Lab is not liable for any direct or indirect loss arising therefrom, nor for any risk arising from your reliance on FUMO Lab or the services within the platform;
although the Outputs of FUMO Lab and the Services have been automatically filtered by artificial intelligence algorithms, some information may still be flawed, unreasonable or cause discomfort to users, and the generated content does not represent FUMO Lab's attitude or views;
we do not warrant the accuracy, stability or completeness of any code, program or content pointed to by FUMO Lab or the Services;
you understand and agree that FUMO Lab will use commercially reasonable efforts to protect the security of your data in FUMO Lab and the Services, but FUMO Lab cannot provide a full guarantee in this regard, including but not limited to the following:
FUMO Lab is not responsible for the deletion or storage of your data in FUMO Lab and the Services;
If you stop using FUMO Lab or the Services, or the Services are terminated or cancelled, FUMO Lab is not obliged to return any data to you.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, WE MAKE NO REPRESENTATION OR WARRANTY THAT: (A) THE USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR ABSOLUTELY SECURE; (B) SERVICE DEFECTS WILL BE CORRECTED; OR (C) USER CONTENT WILL BE ACCURATE OR MEET YOUR SPECIFIC PURPOSES.
14. Indemnity
14.1 Our Indemnity (Limited to Our Proprietary Services)
If a third party makes a claim that our proprietary Services (excluding third-party models/third-party services) infringe any intellectual property right of such third party, we will, to the extent permitted by applicable law, defend such claim and pay any damages finally awarded by a court of competent jurisdiction, subject to the following conditions: (a) you provide us with prompt written notice of the claim, and all information and reasonable assistance necessary to resolve the claim (costs thereof to be borne by you); (b) we have sole control of the defense or settlement of the claim; (c) all fees have been paid on time and you are not in breach of these Terms; and (d) your use complies with these Terms and any FUMO Lab Policies.
This Clause sets forth our entire liability and your sole remedy with respect to claims of intellectual property infringement related to the Services. This indemnity does not apply to claims arising from: (a) use of the Services or Output in combination with products, services or software not provided by us or on our behalf, or modification of the Services or Output; (b) your Input or any act or omission by you, including but not limited to any breach of these Terms or applicable law, or failure to use security features or restrictions provided by us; (c) you knew or should have known that the Output constituted or might constitute an infringement; (d) claims based on your use of Output in trade or commerce that allege trademark or related rights infringement; or (e) claims arising from third-party models, third-party content sources or Third-Party Services themselves.
If we reasonably believe that all or any part of the Services may become the subject of an infringement claim, we will: (a) at our own expense, obtain for you the right to continue using the Services under these Terms; (b) replace or modify the allegedly infringing Services to make them non-infringing; or if (a) and (b) are not commercially feasible, we may, at our sole discretion, terminate these Terms by written notice to you and handle any remaining unspent Balance (if applicable) in accordance with applicable law or the applicable platform rules.
14.2 Your Indemnity
If any third-party claim, regulatory investigation or other legal dispute arises out of or in connection with any of the following, you shall be responsible for addressing the relevant matter and, to the extent permitted by law, indemnify us against all losses arising therefrom (including reasonable attorneys' fees): (a) your use of the Services in violation of these Terms, any FUMO Lab Policies or applicable law; (b) your Input infringes any third-party rights or lacks a lawful basis for processing; or (c) your display, publication, distribution or other handling of the Output infringes the lawful rights and interests of any third party.
15. Limitation of Liability
15.1 Limitation on Indirect Damages
To the extent permitted by law, we are not liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including but not limited to lost profits, lost revenue, loss of goodwill, business interruption, cost of substitute services, data loss or corruption, even if we have been advised of the possibility of such damages.
15.2 Cap on Liability
To the maximum extent permitted by applicable law, whether based in contract, tort (including negligence), strict liability or any other legal or equitable theory, our total cumulative liability arising out of or related to these Terms shall not exceed the greater of:
(a) the total fees actually paid by you for the Services in the six (6) months prior to the event giving rise to the claim; or
(b) US$100.
The foregoing limitations apply even if any remedy fails of its essential purpose, except to the extent prohibited by applicable law.
16. Trade Controls
You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to: (a) any country or region embargoed by the United States or other applicable law; or (b) any individual or entity prohibited or restricted from transacting under any applicable trade law. Our Services may not be used for any end use prohibited by applicable trade law, and your Input may not contain any material or information that requires government authorization to be released or exported.
17. Governing Law and Disputes
17.1 Governing Law
These Terms are governed by the laws of Singapore, excluding its conflict of laws rules.
17.2 Dispute Resolution
Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof, or any non-contractual dispute arising out of or relating to these Terms, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force. The law applicable to this arbitration clause is Singapore law. The seat of the arbitration shall be Singapore. The number of arbitrators shall be one. The language of the arbitration shall be determined by us in our sole discretion; if we have not made a determination before the arbitral tribunal is constituted, the arbitral tribunal shall determine the language as appropriate. Our determination shall be communicated to you in writing.
By accepting these Terms, you and we agree that each party may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless we and you agree otherwise, the arbitrator may not consolidate or join claims of multiple individuals or parties, and may not preside over any form of consolidated, representative or class proceeding. Moreover, the arbitrator may award relief (including monetary, injunctive and declaratory relief) only to the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
18. Changes to these Terms
18.1 Updates
We may update these Terms or FUMO Lab Policies by giving you reasonable notice (including by posting the updated content on our website or console, or by email). If we determine in our sole discretion that an update will materially affect your rights or obligations, we will notify you at least 7 days before the update becomes effective; however, if the update is required to comply with applicable law, we will provide as much notice as reasonably practicable. All other updates will become effective on the date we post the updated Terms or FUMO Lab Policies.
Your continued use of or access to the Services after an update becomes effective constitutes your acceptance of the update. If you do not agree to an update, you may stop using the Services or terminate these Terms in accordance with Clause 12.2.
18.2 Exception for Updates
Except for updates made to comply with applicable law, updates to these Terms or FUMO Lab Policies do not apply to: (a) disputes that arose between you and FUMO Lab before the update; or (b) Order Forms (as opposed to automated ordering pages) signed between you and FUMO Lab before we notified you of the update. However, if an update relates to services or functionality launched after the execution of an Order Form, such update will become effective when you first use such services or functionality.
19. Miscellaneous
Headings: Headings are inserted for convenience only and do not affect the meaning or interpretation of these Terms.
Entire Agreement: Unless FUMO Lab and you have otherwise expressly agreed in writing, these Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written agreements with respect to such subject matter.
Force Majeure: Except for payment obligations, neither party will be liable for any failure or delay in performing its obligations under these Terms if caused by circumstances beyond the party's reasonable control (including but not limited to government actions, acts of terrorism, earthquakes or other force majeure events, labour conditions, pandemics, or power outages).
Severability: If any provision of these Terms is held invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the other provisions, which shall remain in full force and effect.
Waiver: FUMO Lab's failure to exercise or enforce any provision of these Terms shall not constitute a waiver of such provision or any other provision. A waiver binding on FUMO Lab must be in writing and shall not be construed as a waiver of any other or subsequent circumstance.
Relationship: Neither the execution of these Terms nor your use of the Services creates a joint venture, partnership, employment or agency relationship between you and FUMO Lab.
No Third-Party Beneficiaries: These Terms are not intended to confer any rights or remedies on any third party, and nothing in these Terms shall create any contractual or other rights or causes of action in favour of any third party.
Assignment: You may not assign these Terms or any rights or licenses granted hereunder, directly or indirectly, without FUMO Lab's prior written consent. FUMO Lab may assign these Terms and all rights hereunder without notice to or consent from you. These Terms will be binding on our successors and assigns.
Notices: We may send notices to you via the email address registered to your account (which will be deemed delivered upon sending), console prompts, in-site announcements (which will be deemed delivered upon publication), etc. When you register as a FUMO Lab user and accept the Services, you shall provide FUMO Lab with true and effective contact information. You are obliged to update such information promptly if it changes, and to remain reachable; otherwise you shall bear the consequences of any inability to receive notices in a timely manner. The account generated when you register as a FUMO Lab user is used to log in to FUMO Lab and also serves as your valid contact information. FUMO Lab will deliver various notices to the foregoing contact information, and such notices may have a material favourable or unfavourable impact on your rights and obligations; please pay close attention. Notices you send to us should be sent to hi@fumolab.ai or via the designated channels on our website.
Language: This English version of these Terms shall prevail. If FUMO Lab provides a translation into another language, such translation is for convenience only and the English version shall control.