These Terms of Service constitute an agreement between you and HAIVIVI TECHNOLOGY PTE. LTD. ("Haivivi," "Company," "we," or "us"). They govern your access to and use of the website available at Haivivi (the "Website") and the Haivivi mobile or toy applications (the "App"), collectively referred to as the "Services."

Please read these Terms carefully, as they contain important information about your legal rights. By accessing or using the Services, you agree to be bound by these Terms. If you do not understand or agree to these Terms, please refrain from using the Services.

In these Terms, "you" and "your" refer to you as the user of the Services. If you use the Services on behalf of a company or other entity, then "you" includes both you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.

PLEASE NOTE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. By agreeing to these Terms, you agree to resolve all disputes with us through binding individual arbitration, waiving any right to have those disputes decided by a judge or jury, and waiving your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt out of arbitration as explained below.

1. Registration Obligations

When registering to use the Services, you agree to provide accurate and complete information about yourself. If you are under 18 years old, you are not authorized to use the Services and must not sign up for an account.

2. Account Security

You are responsible for maintaining the confidentiality of your password and account, and for all activities that occur under your password or account. You agree to immediately notify Haivivi of any unauthorized use of your password or account or any other breach of security, and to ensure that you log out of your account at the end of each session when accessing the Services. Haivivi shall not be liable for any loss or damage arising from your failure to comply with this paragraph.

3. General Practices Regarding Use and Storage

You acknowledge that Haivivi may establish general practices and limits concerning the use of the Services, including, without limitation, the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Haivivi's servers on your behalf. You agree that Haivivi has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to the Services. You acknowledge that Haivivi reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Haivivi reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

4. Email Notifications

By providing your email address, you consent to receive notifications from us electronically to the email address you provide. These notifications may pertain to your account, changes to our service, or other updates or marketing relating to our platform.

User Conduct

In addition to agreeing to comply with our Community Guidelines, which are incorporated herein, you agree to comply with the following conditions in using the Services.

You are solely responsible for all Content you submit to the Services. (When we say "Content you submit" and similar terms, we mean anything you seek to post, transmit, or share, including but not limited to text, images, sounds, video, graphics, information, or other data.) Your use of the Services may be subject to license and use restrictions set forth in the CreativeML Open RAIL-M License. You agree not to submit any Content that:

(i) infringes any intellectual property or other proprietary rights of any party;

(ii) you do not have a right to submit;

(iii) contains software viruses or any computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;

(iv) poses a privacy or security risk to any person;

(v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation;

(vi) is threatening, abusive, harassing, tortious, bullying, or excessively violent;

(vii) is defamatory, libelous, or verifiably false with the purpose of harming others;

(viii) constitutes hate speech that demeans or promotes discrimination or violence on the basis of race, ethnicity, gender, religion, age, or other social, physical, or mental characteristics;

(ix) is obscene or pornographic;

(x) constitutes sexual harassment;

(xi) constitutes sexual exploitation or abuse of a minor, including sharing child sexual exploitation or abuse imagery or content, grooming, or sexual extortion;

(xii) glorifies self-harm, including self-injury, suicide, or eating disorders;

(xiii) promotes terrorism or violent extremism;

(xiv) furthers or promotes criminal activity;

(xv) seeks to buy or sell illegal drugs;

(xvi) facilitates fully automated decision making that adversely impacts a person's legal rights or creates a binding, enforceable obligation;

(xvii) seeks to provide medical, legal, financial, or tax advice;

(xviii) interferes with or disrupts the Services or servers or networks connected to the Services;

(xix) interferes with or appropriates any person's right of publicity by using their name, likeness, or persona (a) without permission and (b) outside a permissible context such as non-commercial parody or public commentary;

(xx) in the sole judgment of Haivivi, is objectionable or restricts or inhibits any other person from using or enjoying the Services, or which may expose Haivivi or its users to any harm or liability.

You likewise agree not to do any of the following in connection with your use of the Services:

(i) disobey any requirements, procedures, policies, or regulations of networks connected to the Services;

(ii) violate any applicable law or regulation;

(iii) impersonate any person or entity, or misrepresent your affiliation with a person or entity;

(iv) solicit personal information from anyone under the age of 18;

(v) harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

(vi) obtain or attempt to obtain any information through any means not intentionally made available or provided for through the Services;

(vii) lease, lend, sell, or sublicense any part of the Services;

(viii) try to evade any technological measure designed to protect the Services or any technology associated with the Services;

(ix) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any Services source code, in whole or in part (unless a portion of code within the Services is released as open source and the open source license governing such code expressly permits reverse engineering, copying, or other modification).

To the extent Haivivi chooses to support voice or audio features, you agree not to do any of the following in connection with your use of the Services:

(i) submit voice recordings of third parties (including but not limited to celebrities) without their consent;

(ii) use any Haivivi voice feature to engage in "deepfakes" or impersonation of any kind, including but not limited to those that create political misinformation, perpetrate frauds or scams, impugn the reputation of third parties, or otherwise amount to harmful conduct.

We reserve the right to investigate and take appropriate action against anyone who we conclude, in our sole discretion, has violated the provisions above. That action may include, without limitation, removing Content from the Services, suspending or terminating your account, and reporting you to law enforcement.

1. Content You Submit

When you submit Content to the Services, you represent and warrant that you own all right, title, and interest in and to that Content (including, without limitation, all copyrights and rights of publicity), or that you have received all necessary permissions, clearances, and authorizations in order to submit it to the Services for the uses contemplated in these Terms.

When you submit such Content, you retain whatever ownership rights in that Content you had to begin with. You grant Haivivi, to the fullest extent permitted under the law, a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, transmit, make available, store, modify, exploit, commercialize, and otherwise use the Content for any Haivivi-related purpose in any form, medium, or technology now known or later developed, including without limitation to operate, improve, and provide the Services. You agree that these rights and licenses include a right for Haivivi to make the Content available to, and pass these rights along to, others with whom we have contractual relationships, and to otherwise permit access to or disclose the Content to third parties if we determine such access is or may be necessary or appropriate.

While we're not required to do so, we may access, review, screen, edit, modify, and delete your Content at any time and for any reason, including to provide and develop the Services or if we think the Content violates these Terms or any applicable laws.

2. Characters & Generations

When you create an automated AI character ("Character") using the Services in accordance with these Terms, then as between you and Haivivi, you own all rights in that Character. As between you and Haivivi, you also own any text, images, audio, or video the Character generates ("Generations") that are elicited by you. You grant Haivivi, to the fullest extent permitted under the law, a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, transmit, make available, store, access, modify, exploit, commercialize, and otherwise use the Character and all Generations elicited by you for any purpose in any form, medium, or technology now known or later developed, including but not limited to (i) facilitating other users' ability to interact with the Character and elicit Generations, and (ii) promoting the Services on- or off-platform.

When you interact with a Character created by Haivivi or created by another user who utilized the Services in accordance with the then-applicable Terms, then you own Generations that are elicited by you from such Character (but not the Character itself or other Generations or other Content, all of which will remain owned by Haivivi or the other third-party owner(s) thereof, as applicable). You grant Haivivi, to the fullest extent permitted under the law, a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, transmit, make available, store, access, modify, exploit, commercialize, and otherwise use the Generations elicited by you for any purpose in any form, medium, or technology now known or later developed, including but not limited to (i) facilitating other users' ability to interact with the Character and elicit Generations, and (ii) promoting the Services on- or off-platform.

3. Services Content, Software, and Trademarks

You acknowledge and agree that the Services may contain content or features protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. In connection with your use of the Services, you will not engage in or use any data mining, robots, scraping, or similar automated data gathering or extraction methods. If you are blocked by us from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or content on the Services other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by us.

The Haivivi name and logos are trademarks of Haivivi (collectively the "Haivivi Trademarks"). Other trademarks used and displayed via the Services may be trademarks of their respective owners who may or may not endorse or be affiliated with or connected to Haivivi. Nothing in these Terms or the Services should be construed as granting any license or right to use any of Haivivi Trademarks without our prior written permission in each instance. All goodwill generated from the use of Haivivi Trademarks will inure to our exclusive benefit.

4. Third-Party Material

Under no circumstances will Haivivi be liable for any content or materials of any third parties, including Characters created by third parties and any resulting Generations. This includes, but is not limited to, infringement of intellectual property rights, errors or omissions in any content, and any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that we do not pre-screen content and that AI-generated chats, by their nature, are unpredictable and may produce Generations that are inaccurate or offensive. You agree that you must evaluate, and bear all risks associated with, the use of any Content or Generations. You should not rely on the accuracy or completeness of statements made in Content or Generations, and if you do so, you acknowledge that it is at your own risk.

You acknowledge that we have the right (but not the obligation) in our sole discretion to refuse or remove any content (including Content, Characters, and Generations) that is available via the Services. Without limiting the foregoing, we have the right to remove any content that violates these Terms or is deemed otherwise objectionable by us, in our sole discretion.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Services provided by you to Haivivi are non-confidential, and that we are entitled to use and disseminate them for any purpose, without acknowledgment of or compensation to you.

You acknowledge and agree that we may preserve content and metadata in compliance with applicable law and our Privacy Policy. You acknowledge and agree that we may disclose content and/or metadata if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; (d) protect the rights, property, or personal safety of Haivivi, its users, and the public.

Haivivi respects the intellectual property rights of others and asks our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Haivivi of your infringement claim in accordance with the procedure set forth below.

1. DMCA Notices.

Haivivi will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. A written notification of claimed copyright infringement should be mailed to:

Haivivi Technology Co., Ltd. 108 KENG LEE ROAD #03-01 KENG LEE VIEW SINGAPOR Postal Code: 219268 Attn: Haivivi DMCA Agent

You can also submit a DMCA request through our website. Go to our homepage (https://haivivi.com), click on the Help Center link, then click on the "Submit a Request" link. A dropdown will appear; choose the DMCA request option.

To be effective, the notification must be in writing and contain the following information:

a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

b. A description of the copyrighted work or other intellectual property that you claim has been infringed;

c. A description of where the material that you claim is infringing is located on the Services, with enough detail that we may find it on the Services;

d. Your address, telephone number, and email address;

e. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

f. A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

2. Counter-Notices.

If you believe that your Content was removed or disabled due to a DMCA notice, and you believe the Content is not infringing, you may send us a written counter-notice containing the following information:

a. Your physical or electronic signature;

b. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

c. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content;

d. Your name, address, telephone number, and email address;

e. A statement that you consent to the jurisdiction of the court located within Singapore and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If we receive a counter-notice, we will send a copy of the counter-notice to the original complaining party informing them that we will restore the removed/disabled content within 14 business days unless the original complaining party tells us they have filed a court action relating to the Content.

3. Repeat Infringer Policy

In accordance with the DMCA and other applicable law, Haivivi has adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers. Haivivi may also, at its sole discretion, limit access to the Services or terminate the registrations of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

The Services or third parties may provide links or other access to other sites and resources on the Internet or to third-party applications. Haivivi has no control over such sites, resources, or applications and Haivivi is not responsible for and does not endorse them. You acknowledge and agree that Haivivi will not be responsible or liable, directly or indirectly, for any damage or loss caused by reliance on any content, events, goods, or services available on or through any such sites, resources, or applications. Any dealings you have with third parties found while using the Services are between you and the third party, and you agree that Haivivi is not liable for any loss or claim that you may have against any such third party.