BananaRouterBananaRouter

Terms of Service#

Last Updated: April 2, 2026

These Terms of Service (this "Agreement") are entered into between Fluxion Cloud Computing Limited ("Fluxion," "we," "us," or "our") and you ("User," "you," or "your") and govern your access to and use of the Platform (as defined below) and the Services (as defined below). Please note that this Agreement incorporates and references our Privacy Policy and the User Agreements (as defined below).

You acknowledge that this Agreement has the same legal effect as an agreement signed in writing between you and Fluxion. By accessing or using any part of the Platform and/or Services, you acknowledge and agree that: (i) you have read, understood, and agree to be bound by the terms of this Agreement, the Privacy Policy, and the User Agreements; (ii) you have reached the legal age of majority and have the capacity to enter into a binding contract with Fluxion under the laws and regulations of your location. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE PRIVACY POLICY, AND THE USER AGREEMENTS, HAVE NOT REACHED THE LEGAL AGE OF MAJORITY, OR DO NOT HAVE THE CAPACITY TO ENTER INTO THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM AND SERVICES.

We reserve the right to revise this Agreement, amend or issue new documents and other terms and conditions governing your access to and use of the Platform and Services (including new features or functionalities in the Platform and Services) (collectively, "User Agreements") at any time. We may notify you of such revisions in a commercially reasonable manner, such as by sending you a push notification through the Platform. Your continued access to or use of the Platform and/or Services after such notice is given and after the revised agreement, revised User Agreements, or new User Agreements become effective constitutes your acceptance of the revised agreement, revised User Agreements, or new User Agreements, as the case may be.

1. Definitions#

1.1 In this Agreement, the following words and expressions shall have the meanings respectively assigned to them below:

"Account" has the meaning ascribed to it in Section 5.1.

"Affiliate" means, with respect to a party, any entity that controls, is controlled by, or is under common control with that party (where "control" and its correlative meanings, "controlled by," "controls," and "under common control with," mean the power, directly or indirectly, to direct or cause the direction of the management and policies of such legal person, whether through the ownership of voting securities, by contract, or otherwise).

"Platform" means the various versions (including, for example, web, API, and mobile applications) of the platform provided by Fluxion through which users may access the Services.

"Documentation" means any and all user guides, guidelines, notices, operating rules, policies, and instructions or other documents provided or made available by Fluxion describing the features, functions, or operation of the Platform and Services, including, without limitation, all amendments, modifications, and updates to such documents as Fluxion may make from time to time.

"Error" has the meaning ascribed to it in Section 4.2(c).

"Fees" has the meaning ascribed to it in Section 6.1.

"Feedback" has the meaning ascribed to it in Section 12(a).

"Force Majeure Event" means any circumstance not within a party's reasonable control, including, without limitation, (a) fire, storm, lightning, flood, drought, earthquake, or other natural disaster or other similar act of God; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) any action taken by any law or governmental authority, including, without limitation, change in law, imposition of export or import restrictions, quotas or prohibitions, or failure to grant necessary licenses or consents; (e) fire, explosion, or accident; (f) any labor or trade dispute, strike, industrial action, or lockout; (g) non-performance by suppliers or subcontractors; and (h) unavailability, interruption, or failure of utility services (such as electricity, gas, water, telecommunications including the internet).

"Governmental Authority" means any governmental, administrative, statutory, regulatory, or self-regulatory, judicial, or arbitral authority or body (including any department thereof) having jurisdiction over the relevant matters of Fluxion or the User globally.

"Harmful Code" means any computer code, file, script, and program, including any malware and/or software, that is intended or known to be harmful, destructive, disabling, or that assists in or enables theft, tampering, denial of service, unauthorized disclosure, or destruction or corruption of data, including viruses, worms, spyware, adware, keyloggers, trojans, ransomware, and any new forms of threats.

"Intellectual Property Rights" means patents, trademarks, service marks, copyrights, know-how, design rights, database rights, software rights, design and invention rights, trade secrets, confidential information, business and trade names and brands, internet domain names, applications for any of the foregoing (whether pending, in prosecution, or granted), and any other industrial, intellectual, or protected rights similar to any of the foregoing in any country and in any form, media, or technology (whether known or later developed).

"Interaction Data" means data generated or processed through the Services provided via the Platform (excluding Third-Party Services), including, without limitation, data related to open-source models, third-party websites, software, applications, or services, through input, feedback, modification, processing, storage, uploading, downloading, distribution, and other means.

"Laws" means any applicable statutes, ordinances, by-laws, decrees, or subordinate legislation in force from time to time, including applicable common law from time to time, and any applicable industry codes or standards that are binding with mandatory effect.

"Maintenance" means any planned or emergency suspension or restriction of the Platform or Services for the purpose of carrying out updates, upgrades, repairs, and maintenance of the Platform or Services.

"Payment Method" has the meaning ascribed to it in Section 6.5.

"Payment Service Provider" has the meaning ascribed to it in Section 6.6(a).

"Personal Data" means data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which a party has or is likely to have access.

"Personnel" has the meaning ascribed to it in Section 10.6.

"Registered User" has the meaning ascribed to it in Section 5.1.

"Registration Data" has the meaning ascribed to it in Section 5.4.

"Rewards" has the meaning ascribed to it in Section 6.3.

"Services" means the services, functions, features, information, and content provided by Fluxion and/or its business partners to users through the Platform. For the avoidance of doubt, Services do not include Third-Party Materials.

"Technical Data" means system-specific data or information and other technical data relating to the Platform or Services.

"Term" has the meaning ascribed to it in Section 13.1.

"Third-Party Account" has the meaning ascribed to it in Section 5.3.

"Third-Party Materials" has the meaning ascribed to it in Section 9.1.

"Third-Party Software" has the meaning ascribed to it in Section 8.1.

"Trademarks" has the meaning ascribed to it in Section 2.3.

"Unavailability" has the meaning ascribed to it in Section 4.2(c).

"Updates" means updates, bug fixes, patches, corrections, modifications, enhancements, new version releases, introduction of new features or functionalities, or removal or modification of existing features or functionalities to the software components of the Platform or Services.

"User Agreements" means the documents and policies that Fluxion may introduce from time to time.

"User Device" has the meaning ascribed to it in Section 8.1.

"User Fault" means any inability to access or use the Platform or Services attributable to the User, including, without limitation, (i) your access to or use of, or attempt to access or use, the Platform and/or Services in violation of this Agreement (including the User Agreements); (ii) User's failure to comply with the User obligations and restrictions set forth in Section 3 of this Agreement; (iii) User's delayed performance or failure to perform any of its obligations under this Agreement (including payment); (iv) connectivity issues with User's internet connection; or (v) failure or incompatibility of the User Device and other hardware or software components (not provided by Fluxion) required for User's access to or use of the Platform or Services.

"Fluxion Intellectual Property" has the meaning ascribed to it in Section 11.1.

"Fluxion Proprietary Marks" has the meaning ascribed to it in Section 11.1(a).

2. License#

2.1 The Platform (including the Documentation and Services) is owned by us. Subject to the terms and conditions of this Agreement, during the Term, Fluxion grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable license to access and use the Platform and Services in Hong Kong.

2.2 All Intellectual Property Rights available on the Platform and/or Services (excluding Interaction Data and Registration Data) are owned by Fluxion or licensed to Fluxion by our licensors. You do not acquire any right, title, or interest in or to the Platform or Services other than the right to use the Platform or Services under the limited license granted under this Agreement and subject to all terms, conditions, and restrictions. Fluxion reserves and shall retain all right, title, and interest in and to the Platform and Services, including all Intellectual Property Rights therein or relating thereto.

2.3 The trademarks, service marks, trade names, and logos used and displayed on the Platform ("Trademarks") are registered and unregistered trademarks of Fluxion (other than the Trademarks contained in the Registration Data provided by you) and other parties. Nothing on the Platform shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Platform without the prior written permission of Fluxion or any other applicable trademark owner.

3. User Obligations and Restrictions#

3.1 You shall access and use the Platform and Services in accordance with this Agreement, the User Agreements, the Documentation, and all applicable Laws.

3.2 You acknowledge, represent, and warrant that you will comply with the obligations set forth in Section 7 of this Agreement.

3.3 You shall not use the Platform or Services for:

a. any unlawful purpose or criminal activity; or

b. posting, uploading, publishing, submitting, transmitting, promoting, distributing, or otherwise making available any:

  • i. content or material that is unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, pornographic, indecent, forged, fraudulent, stolen, harmful, or otherwise objectionable;

  • ii. material that encourages conduct that would constitute a criminal offense or otherwise violate any applicable law, regulation, or code of conduct;

  • iii. unauthorized material for advertising purposes or other purposes;

  • iv. material that infringes or violates any other person's Intellectual Property Rights (including, without limitation, making electronic copies of copyright-protected materials without the permission of the owner), rights of publicity or privacy, or other personal rights; or

  • v. material that, in Fluxion's sole discretion, is objectionable or restricts or inhibits any other person from using or enjoying the Platform or Services, or that may expose Fluxion or its users to any harm or liability of any type.

3.4 In using the Platform and Services, you shall not:

a. impersonate any individual or party, or falsely state, misrepresent, or misstate your affiliation with any individual or party;

b. use any content provided by or through the Services (including any header information, keywords, or other metadata) for any machine learning and artificial intelligence training or development purposes, or for any technology designed to identify natural persons;

c. collect or obtain any personal information from the Services, including, without limitation, the names of other users;

d. attempt to gain unauthorized access to or otherwise interfere with the performance, operation, or functionality of any part of the Platform or Services, or any computer facility accessed through the Platform and/or accessed through the Platform;

e. make the Platform, Services, or Documentation (or any part thereof) available to anyone other than yourself, or use the Platform, Services, or Documentation (or any part thereof) for the benefit of anyone other than yourself;

f. rent, lease, lend, sell, resell, sublicense, assign, distribute, publish, or lease the Platform or Services (or any part thereof), or otherwise provide them to any third party for any reason, including the Documentation, or incorporate the Platform or Services into a service bureau, timeshare, or outsourcing service;

g. interfere with or disrupt the integrity, performance, operation, or functionality of the Platform or Services or any information and content contained thereon;

h. copy, adapt, modify, create derivative works from, transfer, publicly display, transmit, or otherwise exploit the Platform or Services, including any features or functionalities thereof;

i. use any manual or automated software, devices, or other processes (including, without limitation, spiders, robots, scrapers, crawlers, data mining tools, or similar tools) to "scrape," collect, or download any information and data from the Platform or Services;

j. access the Platform or Services to build a competitive product or service or otherwise compete with Fluxion;

k. reverse engineer, decompile, or otherwise attempt to derive or obtain the source code or infrastructure of the Platform or Services or any part thereof;

l. attempt to probe, scan, or test the vulnerability of the Platform or Services, any Fluxion systems or networks, or breach any security or authentication measures, or otherwise attempt to benchmark the Platform or Services or any of Fluxion's services;

m. upload, store, or transmit or make available any Harmful Code through the Platform or Services;

n. remove, delete, alter, or obscure any Trademark or any copyright, trademark, patent, or other Intellectual Property Rights notice from the Platform or Services (including any copies thereof);

o. provide access to or use of the Platform or Services (or any part thereof), including through read-only access, direct access through your identification and password information, or otherwise, to any competitor of Fluxion (including any employee or contractor of such competitor); or

p. use the Platform or Services for any commercial purpose, including, without limitation, advertising, selling, or offering for sale any goods or services, or conducting any training, activities, or courses.

3.5 You acknowledge and agree that Fluxion reserves the right (but has no obligation) to:

  1. monitor your access to or use of the Platform or Services, and to examine, audit, and/or control any activity, content, or information occurring on or through the Platform or Services to ensure your compliance with this Agreement, or to comply with Fluxion's obligations under applicable Laws or orders or requirements of courts or other governmental authorities;

  2. investigate and prosecute violations of this Agreement to the fullest extent permitted by law, report any suspected or illegal activity occurring on or through the Platform and Services, and participate in and cooperate with law enforcement agencies in prosecuting users who violate this Agreement; and

  3. terminate the license granted to you under this Agreement at any time for any reason or no reason, and remove or disable your access to and use of the Platform or Services (or any part thereof), without prior notice (including, without limitation, if Fluxion, in its sole discretion, determines that any of your actions or operations are in violation of this Agreement or applicable Laws, are harmful to the Platform or Services or any users of the Platform or Services, or to comply with orders or requirements of courts or other governmental authorities).

4. Availability#

4.1 Fluxion will use commercially reasonable efforts to make the Platform and Services available to you and to ensure that the Platform and Services comply with the laws of Hong Kong.

4.2 Notwithstanding the foregoing, you acknowledge and agree that:

a. due to changes that may occur from time to time in the applicable laws of Hong Kong and relevant technical reference guides, Fluxion cannot guarantee that your access to or use of the Platform and/or Services will always comply with the applicable laws of Hong Kong;

b. the availability and performance of the Platform and/or Services may vary depending on various factors, which may be beyond Fluxion's control, including, without limitation, the stability of the internet and disruptions in telecommunications networks. Fluxion makes no representations or warranties, whether express, implied, statutory, or otherwise, regarding the performance of the Platform and/or Services (including, without limitation, quality, speed, service levels, or efficiency), uptime, or availability, nor does it warrant that your access to or use of the Platform and/or Services will be uninterrupted, error-free, or meet your needs or requirements; and

c. Fluxion shall have no liability or obligation for any error or interruption in the Platform and/or Services (an "Error"), or for any inability by you to access or use the Platform and/or Services (or any part thereof) for any reason ("Unavailability"), and any loss or damage you may suffer as a result of such Error or Unavailability, including where such Error or Unavailability is caused in part or in whole by any of the following:

  • i. User Fault;
  • ii. Maintenance;
  • iii. Force Majeure Event;
  • iv. change in Law or order or requirement of a court or other governmental authority;
  • v. any suspension or termination of your Account, access, and/or use of the Platform and/or Services under this Agreement; and
  • vi. internet, telecommunications network failures, power grid failures, or any other cause not caused by or attributable to Fluxion, or beyond Fluxion's control.

4.3 You acknowledge and agree that your access to and/or use of the Platform and/or Services may be occasionally suspended or restricted for Updates. Fluxion may carry out Updates to the Platform and/or Services at any time for any reason or no reason and without notice, and without liability. You further agree that all Updates shall be deemed to be part of the Platform or Services and shall be subject to all the terms and conditions of this Agreement.

5. User Accounts#

5.1 To access the Platform or Services, you are required to become a Registered User and access such features through your Account. For the purposes of this Agreement, a "Registered User" is a user who registers an account on the Platform to use such features (the "Account").

5.2 To become a Registered User, you are required to register and log in to your Account through a Third-Party Account.

5.3 Fluxion may allow you to associate your Account with accounts on third-party services (such as [Google, GitHub, and other third-party services as Fluxion may permit from time to time]) (a "Third-Party Account"), or otherwise use such accounts to access the Platform or Services. For the purposes of this Agreement, all references to "Account" shall include "Third-Party Accounts."

5.4 When creating an Account, you agree to:

a. provide true, accurate, current, and complete information about yourself (the "Registration Data");

b. maintain and promptly update the Registration Data to keep it true, accurate, current, and complete; and

c. not create an Account using a false identity or information, or create an Account on behalf of anyone other than yourself.

5.5 You acknowledge and agree that you are solely responsible for maintaining the confidentiality and security of your Account and shall not allow others to use your Account to access the Platform and Services. If you have reason to suspect that the confidentiality of your Account has been compromised, or if you suspect or discover any unauthorized use of your Account or any other security breach, you shall immediately notify Fluxion at contact@bananarouter.com.

5.6 Notwithstanding the foregoing, you acknowledge and agree that any access to and/or use of the Platform or Services, any actions taken on the Platform and through the Platform or Services, and all operations of the Platform and Services, and any information, data, or communications occurring under or attributable to or traceable to your Account (including, without limitation, any Services accessed or activated, and any payments or purchases made under your Account) shall be attributed to you, and you shall be deemed to have taken such actions and shall be fully responsible for such actions, even if you did not authorize such actions. Fluxion shall have the right (but not the obligation) to take action in respect thereof and to hold you responsible for such actions as if they were performed by you. You further agree to indemnify Fluxion in full for all losses arising out of or attributable to any access to and/or use of the Platform and/or Services traceable to your Account.

5.7 Fluxion shall not be liable to you for any damages or losses arising out of or in connection with the theft of your Account, your disclosure of your Account, or the use of your Account by another person or entity.

5.8 Fluxion reserves the right, with or without notice, for any reason or no reason, to require you to provide additional Registration Data, change your password, temporarily or permanently suspend or terminate your Account, or impose restrictions or constraints on your access to and use of the Platform or Services at any time, including:

a. if any Registration Data provided by you is untrue, inaccurate, not current, or incomplete, or if Fluxion has reasonable grounds to suspect that any Registration Data provided by you is untrue, inaccurate, not current, or incomplete;

b. if Fluxion has reasonable grounds to believe that you have violated or are about to violate this Agreement (including any incorporated agreements, policies, or guidelines) or any applicable Laws, or that your Account may have been compromised;

c. if activities occurring under your Account would, in Fluxion's sole discretion, cause or be likely to cause damage or loss to Fluxion or any user (whether yourself or other users), impair Fluxion's ability to provide the Platform or Services, or infringe or violate any third-party rights (including Intellectual Property Rights);

d. if you refuse to disclose required information for continued use of the Platform or Services;

e. upon request of law enforcement agencies or other governmental authorities; or

f. to address or respond to technical or security issues or problems, or to permit repairs, maintenance, or the introduction of new features or services.

5.9 Fluxion shall not be liable for any loss suffered by you arising out of or in connection with the suspension or termination of your Account.

5.10 If you have previously been prohibited by Fluxion from using the Platform and Services, you agree not to create an Account and/or use the Platform or Services.

5.11 You hereby acknowledge and agree that any or all data (including, without limitation, user access data, user account data, and transaction data) and communications with the Platform may be monitored, captured, recorded, and transmitted to the authorities to comply with local legal requirements, without further notice.

5.12 It is your responsibility to keep your User Device and access to the Platform secure. Removing software restrictions and constraints imposed by your User Device's official operating system may expose your User Device to attacks by Harmful Code and/or compromise the security features of your User Device, and may also affect the normal functioning of the Platform and/or Services. We shall have no liability or obligation for any damages, costs, or losses of any kind suffered by you, directly or indirectly, arising out of any loss, disclosure, theft, and/or unauthorized use of your Account, security credentials, and/or User Device.

6. Fees and Payment#

6.1 You are required to pay us Fees to access or use the Services. To access and use such Services, you must pay in full the applicable Fees for the Services you have received and used (the "Fees"). The Fees will be displayed to you on the Platform before you receive our Services. You are responsible for all applicable taxes, and we will collect taxes when required. If you choose to accept the Fees and receive our Services, such Fees shall be due and payable immediately upon your receipt of the Services. Fees may be recurring or usage-based. If these Fees are designated as recurring or usage-based, you agree that we may charge the Payment Method you specified at the time of initial purchase on a periodic basis. If you fail to pay the Fees in full, Fluxion may suspend or restrict your further use of our Platform and/or Services.

6.2 Fluxion reserves the right to recover any Fees payable by you arising out of Errors described in Section 4.2(c).

6.3 You acknowledge and agree that:

a. unless we expressly agree otherwise with you in a separate contract, we may adjust or increase any Fees for access to or use of the Services at any time. Additional Fees may be charged for additional services or features of the Services that Fluxion may make available. In such case, we will give you notice before charging additional Fees. If we charge additional Fees for our Services, you will have the opportunity to review and accept the additional Fees you will be charged before you are charged. If you do not accept any such additional Fees, we may terminate your access to the Services or features.

b. while Fluxion may make available one or more Payment Methods on the Platform, Fluxion does not operate or provide any payment services. The payment services behind each Payment Method are provided to you by the relevant service providers (the "Payment Service Providers"), and your use of such payment services may be subject to separate agreements or arrangements entered into between you and such Payment Service Providers, to which Fluxion is not a party. Fluxion shall not be liable for any obligations or liabilities you may owe to your bank, debit or credit card company, or Payment Service Provider under any agreements or arrangements between you and such third parties, and you shall release Fluxion from such obligations or liabilities;

c. Fluxion does not provide you with services for receiving payments to execute or arrange the execution of payment transactions;

d. Fluxion does not provide any online payment gateway or related services; and

e. Fluxion does not operate and does not claim to operate a payment service regulated by the Payment Services Act 2019 of Hong Kong. Accordingly, we do not and do not claim to assume any such obligations (whether contractual or otherwise) to you in respect of receiving such payments. You acknowledge that we are not licensed, approved, or registered under the Payment Services Act 2019 of Hong Kong, and you may not be afforded the relevant protections set out in the Payment Services Act 2019 of Hong Kong and related subsidiary legislation, regulations, circulars, notices, directions, and guidelines.

6.4 All payments shall be made in the currency indicated on the Platform for the relevant paid Services.

6.5 You shall be responsible for all taxes and transaction fees related to your payments.

6.6 Once a payment obligation is incurred, it is non-cancelable and any Fees paid are non-refundable, unless otherwise agreed in writing by us or in compliance with other relevant policies of the Platform.

6.7 You shall be responsible for verifying the accuracy of any Fees charged to you. If you dispute or do not agree with any charge, you must notify Fluxion in writing within seven (7) days from the date on which you were charged. If you fail to give us such notice within the seven (7) day period, you shall be deemed to have accepted the accuracy of the Fees and waived your right to dispute them. Fluxion shall not be liable for all losses arising out of or in connection with any discrepancy or inaccuracy.

6.8 If you have any questions when purchasing Services, you may contact us at contact@bananarouter.com.

7. Interaction Data#

7.1 The Services may allow Registered Users, in accordance with the purpose of use of the Platform, to input, provide feedback, make corrections, process, store, upload, download, or distribute Personal Data, videos, images, audio, comments, questions, and other content, files, data, and information (collectively, "Interaction Data") through open-source models, third-party websites, software, applications, or services in the course of using the models.

7.2 If any Interaction Data violates applicable laws, regulations, or this Agreement, we reserve the right to delete or suspend the Services.

7.3 With respect to your Interaction Data, you hereby acknowledge, represent, and warrant that:

a. upon our request, you will provide a written explanation or authorization regarding the source and legality of any Personal Data or other data requiring authorization contained in the Interaction Data. If you exceed the authorized scope or period of use, you shall be solely responsible for obtaining extended or renewed authorization;

b. your Interaction Data, and our use of such data under this Agreement, will not violate any applicable Laws or infringe any third-party rights, including, without limitation, Intellectual Property Rights and privacy rights;

c. your Interaction Data does not contain any information or material that Governmental Authorities consider sensitive or confidential, nor does it infringe any third-party confidentiality rights;

d. you will not directly or indirectly upload or provide any Personal Data of children under the age of 14 through the Services;

e. your Interaction Data does not include nudity or other sexually suggestive content; hate speech, threats, or direct attacks against individuals or groups; abusive, harassing, infringing, defamatory, vulgar, obscene, or privacy-invasive content; sexist, racist, ethnically discriminatory, or other discriminatory content; content promoting self-harm or excessive violence; false or impersonated profiles; illegal content or material that encourages harmful or illegal activities; malicious programs or codes; any Personal Data of any individual without their consent; or spam, machine-generated content, unsolicited messages, or other objectionable content; and

f. all Interaction Data provided to us is lawful and does not infringe any third-party legal rights.

7.4 Disclaimer. We assume no responsibility or obligation for any Interaction Data. You are solely responsible for all Interaction Data that you input, modify, process, store, upload, download, distribute, or otherwise process through the Platform or model services. Unless otherwise provided by law, otherwise agreed in specific product rules, or necessary to provide technical support for troubleshooting or resolving technical issues at your request, our technical services will process Interaction Data strictly in accordance with your instructions. We will not access your Interaction Data. You acknowledge and agree that we and the Platform are merely passive technical supporters or channels for Interaction Data. We have no obligation to store Interaction Data and will not use or disclose Interaction Data without authorization. Furthermore, we will only use your Interaction Data in accordance with applicable Laws and solely for the purpose of providing the Services to you.

8. Internet/User Device/Third-Party Software#

8.1 You acknowledge and agree that, in order to access and use the Platform and Services, you need access to the internet and a computing device capable of accessing the internet and meeting the specifications set out in the Documentation (the "User Device"). In addition, certain Third-Party Software (including the operating system and web browser of your User Device) not incorporated into the Platform and Services may need to be properly installed on your User Device for you to access and use the Platform and Services (the "Third-Party Software"). You acknowledge that Fluxion has no control over the terms and conditions of the end-user license agreements accompanying such Third-Party Software, and in no event shall be deemed to be a party to any agreement or arrangement between you and any third party. You shall be solely responsible for all costs, expenses, and risks of obtaining internet access, User Devices, and entering into and maintaining end-user license agreements for Third-Party Software, and you shall be fully responsible therefor. Your use of such separately obtained Third-Party Software and/or User Devices shall be subject to any applicable terms and conditions. Fluxion shall not be liable for any obligations or liabilities you may owe to any third party under any agreements or arrangements between you and such third parties, and you shall release Fluxion from such obligations or liabilities. Fluxion shall not be liable to you for your inability to access the Platform and/or Services for any reason not attributable to Fluxion (including your inability to access the internet, or any problems with your User Device or Third-Party Software).

9. Third-Party Materials#

9.1 Fluxion may display, include, or make available third-party content on the Platform or Services, or provide links to third-party websites or services (collectively, "Third-Party Materials"). You acknowledge and agree that any Third-Party Materials you access through the Platform or Services are accessed entirely at your own risk.

9.2 Without prejudice to the foregoing, you acknowledge and agree that:

a. Fluxion may, but has no obligation to, monitor and review such Third-Party Materials, and is not responsible for such Third-Party Materials, including their accuracy, completeness, timeliness, currency, validity, copyright compliance, legality, decency, quality, or any other aspect;

b. Fluxion assumes no liability and shall not be liable to you or any other person or entity for any Third-Party Materials;

c. Third-Party Materials and links thereto are provided solely for your convenience, and your access to and use of them are entirely at your own risk and subject to the terms and conditions of such third parties;

d. Fluxion does not warrant the continued availability of such Third-Party Materials and may cease to display, include, or make available such Third-Party Materials at any time in its sole discretion without liability; and

e. Fluxion makes no representations or warranties and shall not be liable for any damages, liabilities, losses (including any loss of data or profits), or any other consequences arising out of or in connection with your use of Third-Party Materials, any transactions completed through Third-Party Materials, or any contracts entered into between you and any third party.

9.3 You shall indemnify Fluxion for all costs, losses, liabilities, and damages arising out of any action or claim brought by a third party against Fluxion as a result of your use, integration, and/or interfacing with Third-Party Materials and related data.

10. Disclaimers, Limitation of Liability, and Indemnification#

10.1 You acknowledge and agree that, to the fullest extent permitted by applicable law, the Platform and Services are provided by Fluxion on an "AS IS" and "AS AVAILABLE" basis, with all faults. Without limiting Section 10 in any way, for the avoidance of doubt, to the fullest extent permitted by applicable law, Fluxion makes no representations, warranties, or promises, whether express, implied, statutory, or imposed by law, with respect to the Platform and Services, and expressly disclaims all other warranties, representations, and conditions of any kind, whether express, implied, statutory, or otherwise, relating to the Platform and Services and/or the results that may (or may not) be achieved through the use of the Platform and Services, including, without limitation, all warranties with respect to merchantability, third-party rights, title, satisfactory quality, fitness for a particular purpose, completeness, non-infringement, accuracy, correctness, reliability, timeliness or validity, legal compliance, and warranties arising from course of dealing or usage of trade. Fluxion also does not warrant that errors will be corrected, or that the Platform or Services will be free of hallucinations, errors, and/or that the Platform or Services are current, accurate, or complete.

10.2 Without limiting the generality of Section 10, Fluxion makes no representations or warranties that:

a. the Platform or Services will meet your needs;

b. the use of the Platform or Services will be or continue to be permitted by law;

c. the accuracy, timeliness, adequacy, commercial value, or completeness of all data and/or information contained in the Platform or Services;

d. the Platform or Services, or any materials or information obtained through the Platform or Services, will be provided uninterrupted, secure, or free of errors or omissions;

e. the Platform or Services or any materials obtained through the Platform or Services are free of any Harmful Code; or

f. the security of any data or information (including Interaction Data) transmitted by you to or through the Platform or Services. In this regard, you acknowledge and agree that you understand that any materials or information transmitted or received through the Platform or Services may be accessed by unauthorized third parties, and you accept the risk of such occurrence and shall not assert liability against Fluxion in respect thereof.

10.3 In no event shall Fluxion be liable to you for:

a. any loss of revenue, earnings, profits, sales, contracts, business opportunities, business, or anticipated savings;

b. any loss of goodwill or reputation;

c. any loss of or corruption to data; or

d. any incidental, consequential, exemplary, special, punitive, multiple, pure economic loss, emotional distress or mental anguish, or other indirect losses,

whether based on warranty, contract, tort, statute, strict liability, or otherwise, even if Fluxion has been advised of the possibility of such damages or losses, arising out of, resulting from, or in any way related to:

a. your use of or inability to use the Platform or Services for any reason;

b. your reliance on any materials or information provided through the Platform or Services;

c. the cost of procurement of substitute goods, data, information, or services purchased or obtained through the Platform and Services, or messages received for transactions conducted through the Platform and Services;

d. any unauthorized access to or alteration of your data or information (including Interaction Data);

e. statements or conduct of any third party on the Platform; or

f. any other matter relating to the Platform and Services.

10.4 Except for death or personal injury caused by Fluxion's negligence, to the fullest extent permitted by law, Fluxion shall not be liable to you for any death or personal injury (howsoever caused and under any theory of liability) arising out of or in any way resulting from this Agreement or your use of the Platform and/or Services, or your inability to use the Platform or Services.

10.5 In any event, Fluxion's total cumulative liability arising out of or related to this Agreement shall not exceed [the amount paid by you to Fluxion for the paid Services during the one (1) year period prior to the date on which your claim arose].

10.6 You shall indemnify, defend, and hold harmless Fluxion, our Affiliates, and the directors, officers, employees, and agents of us and our Affiliates (collectively, our "Personnel") from and against any and all claims, demands, actions, proceedings, damages, obligations, losses, liabilities, costs, penalties, or expenses (including, without limitation, legal fees incurred by us on a full indemnity basis) arising out of or in connection with:

a. your use of the Platform or Services or results obtained therefrom;

b. any breach of this Agreement by you;

c. any damage or injury caused by you to any Personnel's property;

d. any damage or injury caused by you to any person and/or their property; and

e. your infringement of any third-party rights (including any Intellectual Property Rights, property rights, or privacy rights).

10.7 You further acknowledge and agree that any Personnel shall be entitled to rely on and enforce the indemnity in Section 10.6 as if such Personnel were a party to this Agreement.

10.8 You hereby acknowledge and agree that the disclaimers, limitations of liability, and indemnification in this Section and elsewhere in this Agreement, and the allocation of risk therein, are essential elements of the transaction underlying Fluxion's provision of the Platform and/or Services, and that Fluxion would not provide the Platform and/or Services or enter into this Agreement without such terms.

11. Intellectual Property Rights#

11.1 Ownership.

a. You acknowledge and agree that Fluxion and its third-party licensors own all right, title, and interest (including, without limitation, Intellectual Property Rights) in and to:

  • i. the Platform, Services, and Documentation;
  • ii. any trademarks, service marks, trade names, domain names, website names, other important brand features, or specific descriptions that allow third parties to identify Fluxion and/or its Affiliates (collectively, "Fluxion Proprietary Marks");
  • iii. all Updates, derivatives, and modifications developed or derived therefrom, including, without limitation, any software, source code and object code, algorithms, data models, technology, web pages, text, pictures, images, audio, video, graphics, typographic design, and electronic documents, or customizations to the Platform and Services;
  • iv. any intangible ideas, residual knowledge, concepts, know-how, and techniques learned in connection with or from Fluxion's provision of the Platform or Services, including, without limitation, any intangible ideas, residual knowledge, concepts, know-how, and techniques relating to any new features of the Platform or Services, whether created for your benefit or not; and
  • v. any operational and technical data relating to the Platform and Services (including, without limitation, user account information, Registration Data, operational records, and service orders)

(collectively, "Fluxion Intellectual Property").

b. As between us and you, you retain ownership of your rights (including Intellectual Property Rights, if any) in and to the Interaction Data. Subject to your compliance with the following and in accordance with laws and regulations, you may use the results generated by the large model: (i) your use of the Services and the output shall not transfer or infringe any Intellectual Property Rights (including infringement of silicon-based Flow or any other third-party Intellectual Property Rights); (ii) if we, in our sole discretion, determine that your use of the output violates laws or regulations or may infringe any third-party rights, we may at any time restrict your use of the output and require you to cease using the output (and delete any copies thereof); (iii) you shall not claim that the output of the large language model is artificially generated; (iv) you shall not violate any license or usage restrictions of the model provider.

11.2 Except for the limited license and right to use the Fluxion Intellectual Property expressly set forth in this Agreement, Fluxion grants you no rights to the Fluxion Intellectual Property and reserves all rights.

11.3 You shall not, and shall not permit any other person to:

a. access or use the Fluxion Intellectual Property except in accordance with the terms of this Agreement and where otherwise permitted;

b. display, use, or apply for registration of any Fluxion Proprietary Marks;

c. represent to any other person that you are entitled to display, use, or otherwise deal with the Fluxion Proprietary Marks;

d. modify, alter, remove, delete, or destroy any Fluxion Proprietary Marks placed on or contained in the Platform, Services, or any Documentation; or

e. take any action that would cause the Platform and/or Services or any part thereof to enter the public domain or become open-source software.

11.4 You further acknowledge that you, and not Fluxion, are solely responsible for all Interaction Data, input, output, and all content or other materials you provide through the Platform and/or Services.

12. Feedback#

a. If you make or provide any ideas, suggestions, recommendations, enhancements, improvements, or other feedback to Fluxion (collectively, "Feedback"), you hereby assign to Fluxion all right, title, and interest in and to such Feedback, including all copyrights, patents, trade dress rights, and other Intellectual Property Rights therein.

b. Fluxion shall have the right, in its sole discretion, to use and disclose any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in such Feedback in any manner and for any purpose, without payment, compensation, or attribution to you, provided that the foregoing does not create or imply an obligation on Fluxion's part to use such Feedback.

c. Additionally, by posting comments or reviews on the Platform, you agree to grant Fluxion the right to use the name submitted with such review, comment, or other content. You shall not use a false email address, impersonate any person or entity, or otherwise mislead Fluxion or third parties as to the origin of any submissions.

d. You acknowledge that Fluxion has no obligation to publish any materials submitted by you and may edit or delete any previously submitted materials from the Platform at any time.

13. Term and Termination#

13.1 This Agreement shall take effect on the date on which you accept this Agreement (as set forth in the preamble above) and shall remain in full force and effect while you access or use the Platform and Services, unless terminated earlier in accordance with this Agreement (the "Term"). For the avoidance of doubt, you hereby acknowledge and agree that this Agreement shall take effect on the earlier of (a) the date on which you first access the Platform or Services, or (b) the date on which you accept this Agreement.

13.2 Upon any termination of this Agreement:

a. all rights and licenses granted to you shall terminate, and you shall immediately cease using the Platform and Services;

b. your access to the Platform and Services may be prohibited;

c. your Account and related information, files, and content (or any part thereof) within or related to your Account, including your Interaction Data, may be deleted from Fluxion's databases in Fluxion's sole discretion. You acknowledge and agree that Fluxion shall have no liability for the deletion of your Account or your Interaction Data; and

d. where applicable, you shall pay all amounts due to Fluxion immediately after the effective date of termination.

13.3 Any provisions of this Agreement that are expressly or impliedly intended to come into effect or remain in force after the termination of this Agreement shall remain in full force and effect, including, without limitation, Section 1 (Definitions), Section 3 (User Obligations and Restrictions), Section 10 (Disclaimers, Limitation of Liability, and Indemnification), Section 11 (Intellectual Property Rights), Section 13 (Term and Termination), Section 14 (Governing Law and Dispute Resolution), and Section 15 (General Provisions).

14. Governing Law and Dispute Resolution#

14.1 This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China.

14.2 Any dispute arising out of or in connection with or relating to this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules in effect at that time (the "HKIAC Rules"), which rules are deemed to be incorporated by reference into this Section. The place of arbitration shall be Hong Kong. The arbitral tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

15. General Provisions#

15.1 No Third-Party Beneficiaries. No third party that is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified in this Agreement, or constitutes a class of persons so named, referred to, or identified in this Agreement) shall have any right to enforce or rely on any provision of this Agreement.

15.2 No Partnership. Neither you nor we shall be deemed to be a partner or agent of the other by virtue of this Agreement, and nothing in this Agreement shall be construed as creating a partnership, joint venture, or trust relationship, and the parties agree that each party shall be responsible only for its obligations under this Agreement, and neither party has the authority to act on behalf of or bind the other party to any act with respect to any other person.

15.3 Notices. Where Fluxion requests an email address from you, you are responsible for providing Fluxion with your most current email address. If the last email address you provided to Fluxion is invalid, or if for any reason any notice required/permitted by this Agreement cannot be delivered to you, an email sent by Fluxion containing such notice shall nevertheless constitute valid notice. All notices or other communications sent to you shall be deemed received by you at the following times: (a) if sent through any print or electronic media chosen by us, on the date of publication or broadcast; (b) if sent by post or left at your last known address, on the day after posting or the day on which it is left at your last known address; or (c) if sent by email, at the time we send the email. You may only send notices to us in writing to our designated address or email address. We shall be deemed to have received such notice only upon receipt. While we endeavor to respond to customer notices as soon as possible, we cannot promise to always respond at a consistent speed. You agree to receive electronic communications from us. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. You further waive any right under the laws of any jurisdiction to require an original (non-electronic) signature or delivery or retention of non-electronic records.

15.4 No Rule of Construction. You acknowledge and agree that you have had the opportunity to seek or have sought independent legal counsel before accessing or using the Platform and Services, and have read and understood all terms and conditions of this Agreement and their legal effects. This Agreement shall not be construed against Fluxion on the ground that it drafted its terms, and any rule of construction that documents should be construed against the drafting party shall not apply to this Agreement.

15.5 No Waiver. Our failure to exercise, or delay in exercising, any right or remedy under this Agreement shall not constitute a waiver of such right, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise of such right or remedy, or the exercise of any other right or remedy.

15.6 Cumulative Rights and Remedies. Unless otherwise provided in this Agreement, the terms of this Agreement and our rights and remedies under this Agreement are cumulative and without prejudice to any rights or remedies we may have at law or in equity, and the exercise by us of any one right or remedy under this Agreement or at law or in equity shall not (unless otherwise expressly provided in this Agreement or at law or in equity) preclude or prevent us from exercising any other such rights or remedies at law or in equity.

15.7 Assignment.

a. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. You shall not assign or transfer any of your rights, interests, or obligations under this Agreement without our prior written consent. Any assignment shall not release or discharge you from any of your obligations or liabilities under this Agreement, even if the assignee assumes such obligations and liabilities voluntarily.

b. We shall have the right in our discretion to delegate or subcontract the performance of any of our functions in connection with the Platform, Services, and our performance of our obligations under this Agreement, and reserve the right to use any service providers, subcontractors, and/or agents on such terms as we think fit.

15.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision of this Agreement shall be modified to give effect to the parties' intentions as nearly as possible, and the remainder of this Agreement shall remain in full force and effect.

15.9 Language. This Agreement is made in English only, and any translation of these terms and conditions into another language shall not be binding on the parties.