Terms of Service
Last Updated: 1 Jun, 2026
Welcome! Thank you for your interest in Vocalm Limited ("we" or "our") and our website https://tokenlx.ai ("Website"), along with our related websites, networks, applications, and other services (collectively, "Services"). This User Agreement is a legally binding contract between you and us regarding your use of the Services.
PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING "I ACCEPT" OR BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY (COLLECTIVELY, "TERMS"). IF YOU DO NOT QUALIFY OR DO NOT AGREE TO THESE TERMS, YOU HAVE NO RIGHT TO USE THE SERVICES.
THESE TERMS PROVIDE THAT ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING ARBITRATION. PLEASE REVIEW SECTION 17 ("DISPUTE RESOLUTION") FOR DETAILS ON HOW YOU AGREE TO RESOLVE ANY DISPUTES WITH US.
1. Overview of Services
We operate and manage an enterprise-grade AI model and intelligent compute scheduling platform (the "TokenLX Platform"). The Platform leverages advanced multi-cloud scheduling and gateway technologies to provide users with high-availability, multi-modal, data-compliant access routing and compute engineering optimization services for various third-party generative AI models ("Models"). We may, at any time, adjust, add, or remove models available for scheduling on the Platform due to technical iterations, compliance audits, or changes from upstream service providers.
2. Eligibility
You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant that: (a) you are at least 18 years old; (b) you have not previously been suspended or prohibited from using the Services; and (c) your registration and use of the Services complies with all applicable laws and regulations. If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to these Terms, and you agree to be bound by these Terms on behalf of that organization.
3. Beta Application and Account Activation
The Services are currently in a targeted beta testing phase and are not open for public self-registration.
3.1 Application and Review Process
To access the Services, you must submit truthful beta application materials on the Website (including but not limited to your name, corporate email, use case, and estimated compute consumption). Our operations team will conduct a compliance and commercial eligibility review of the submitted information. Only users who pass our review and are added to the whitelist will receive a system-assigned beta account and corresponding access credentials (including API Key, temporary login credentials, collectively "Beta Account").
3.2 Credential Security and Responsibility
You agree and undertake that all application information submitted to the Platform is true, accurate, and compliant. The Beta Account and its access credentials (including the API Key) are for the exclusive use of the specific entity (enterprise or individual) that passed the review. You bear full responsibility for maintaining the confidentiality of the account and API Key. All API calls, data transmissions, and operations conducted under your Beta Account are deemed your actions and you bear full legal liability. If you have reason to believe your API Key has been compromised or your account is no longer secure, you must immediately notify us at support@tokenlx.ai.
4. Beta Credits and Points Mechanism
4.1 Free Trial Credits
The Services currently involve no online payment of any kind during the beta phase. For users who successfully pass the review and activate a Beta Account, we will provide complimentary test credits or compute allowances ("Beta Credits") based on their business scenario for trial use.
4.2 Credit Limits and Expiration
You understand and agree that Beta Credits may only be used within the designated validity period and credit limits specified by the Service. They are non-redeemable, non-transferable, and no invoices will be issued. Once your Beta Credits are exhausted or the account validity period expires, the TokenLX Platform will automatically suspend API call services. We bear no responsibility for any service interruptions caused by credit exhaustion.
4.3 Credit Renewal Application
Once Beta Credits are exhausted, if you wish to continue participating in the beta, you may submit a credit renewal application and may be required to provide necessary product feedback or participate in user research. We reserve the right to decide, at our sole discretion, whether to approve your renewal application and the specific renewal amount.
4.4 Commercialization Notice
The provision of beta services and free credits does not represent our commitment that the Services will remain permanently free. After the beta phase, if the Platform enters a commercialization or paid service phase, we will notify you in advance via in-product notifications or email. If you wish to continue using the Services at that time, you will need to enter into a commercial service agreement and pay the applicable fees.
5. Model Terms
5.1 Scope and Acceptance
You acknowledge that the Services enable you, your authorized users, and your customers to access Models provided by model providers, provided that such Models may not be resold or shared. By accessing or using any Model through the Services, you agree and will ensure that your authorized users and customers agree to comply with the applicable terms of each Model ("Model Terms"). A list of applicable terms is provided at Terms of service or policies of third-party providers. You are solely responsible for reviewing the applicable Model Terms before accessing or using each Model, and for determining whether the applicable Model Terms permit you and your authorized users to access and use the Services, inputs, and outputs as intended. Additionally, the Platform may suspend specific Models at any time due to model provider policies, regional restrictions, KYC results, or upstream requirements.
5.2 Pass-Through to Authorized Users
You will require all your authorized users and customers to access and use the Services and Models only in accordance with this Agreement, any documentation provided by us on the Website and Services, and the applicable Model Terms. You will be responsible for all acts and omissions of your authorized users, including any violation of applicable Model Terms.
5.3 Changes to Model Terms
You understand that applicable model providers may modify, supplement, or replace Model Terms from time to time. Your continued access to or use of a Model after Model Terms are updated constitutes your acceptance of the updated Model Terms. If you do not agree to the updated Model Terms, you should not access or use the applicable Model.
5.4 Availability
We do not guarantee the availability of any Model and provide you access to Models on an "as available" basis only. Uptime and performance of Models are described in the applicable Model Terms, and you are responsible for reviewing the Model Terms for Models you access to understand each model provider's data processing practices and availability.
5.5 Suspension and Termination
You understand and acknowledge that you are fully responsible for your own, your authorized users', and your customers' violations of applicable Model Terms. If we reasonably believe that you, one of your authorized users, or your customers have violated or may violate any Model Terms, or if an applicable model provider requires or requests us to do so, we may suspend, restrict, disable, or terminate your, any of your authorized users', and your customers' access to any Model. If your access is suspended or terminated, you are responsible for contacting the applicable model provider to resolve your issues. Each model provider retains sole control over access to its Models. While we will use commercially reasonable efforts to provide advance written notice of suspension, restriction, disability, or termination of your access to any Model, we cannot guarantee advance notice in all circumstances. We bear no liability for any suspension, restriction, disability, termination, removal, unavailability, degradation, or modification of any Model arising from or related to Model Terms or the acts or omissions of model providers.
5.6 Configuration and Model Selection
You are solely responsible for selecting the Models you use, configuring your account settings, setting permissions and restrictions for your authorized users and customers, and determining whether each Model and the applicable Model Terms are appropriate for your use case, including any regulated, high-risk, sensitive, or customer-facing uses.
5.7 Model Restrictions
You understand and acknowledge that certain model providers do not permit (i) users acting on behalf of specific entities or organizations, or (ii) users located in specific countries or regions to access their Models, as described in such model providers' Model Terms and documentation ("Restricted Models"), and you may not access these Restricted Models through our Services. Model providers may at any time, with or without notice to you or us, add or remove Models from their list of Restricted Models. You agree that you will not and will not permit your authorized users or customers to: (a) use the Services to access Restricted Models, or use the Services in combination with any other third-party tools to access Restricted Models, including but not limited to using virtual private networks and proxies; or (b) circumvent protections or mechanisms implemented by us or model providers to restrict access to Restricted Models, such as violating model providers' geographic or sanctions compliance terms. Any violation of this Section 5.7 shall constitute a material breach, and we reserve the right to immediately suspend and/or terminate your access to the Services, and you shall bear all compliance legal liabilities and losses caused to us as a result.
5.8 Conflicts
As between you and us, these Terms govern the rights and obligations of the parties with respect to the Services. Applicable Model Terms govern your, your authorized users', and your customers' access to and use of applicable Models, to the extent required by the applicable model provider. Unless explicitly stated in writing, we will not modify, waive, or limit any Model Terms.
5.9 Provider Requirements
You will promptly provide any information, certifications, notices, consents, or other materials reasonably requested by us to confirm or support your compliance with applicable Model Terms. Your failure to provide such information may result in suspension or restriction of access to applicable Models or Services.
6. User Content
6.1 User Content Overview; Training Data
You may provide inputs to the Services, which may include images, data, text, and other types of works ("Input"), and receive from the Services outputs based on your Input ("Output"; Input and Output collectively, "User Content"). By providing any User Content through the Services, you hereby grant us a non-exclusive, transferable, worldwide, royalty-free, sublicensable license to use, host, cache, store, reproduce, transmit, publicly display, publicly perform, publish, distribute, and modify (solely for formatting purposes) your User Content, solely for the purpose of operating and providing the Services and providing to other users, individuals, and/or organizations as authorized by you for certain features. You retain copyright and any other proprietary rights you may have in your Input. Your ownership rights in Output are governed by the Model Terms of each Model you use. While we strive to keep the Model Terms current each time we add or remove a Model from the Services, there may be incorrect or missing terms. If you find any terms linked to a Model to be inaccurate, missing, or outdated, you may contact us at support@tokenlx.ai. Some model providers may store your Input or use your Input for training to improve their own large language models, and may allow you to opt out of model training, as specified in the model provider's Model Terms. However, we bear no liability for any errors or misrepresentations in any Model Terms. We recommend that you review the Model Terms independently as needed.
6.2 Input Representations and Warranties
You bear full responsibility for your Input and the consequences of providing Input. By providing Input, you acknowledge, represent, and warrant that:
• You are the creator and owner of the Input, or have obtained the necessary licenses, rights, consents, and authorizations to authorize us to use, reproduce, and distribute your Input in the manner envisioned by us, the Services, and these Terms; and
• Your Input and the use of your Input as contemplated by these Terms do not and will not: (i) infringe, violate, or misappropriate any third-party rights, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) defame, disparage, libel, or invade the privacy rights, publicity rights, or other property rights of any other person; or (iii) cause us to violate any law or regulation.
6.3 Input and User Content Disclaimer
We have no obligation to edit or control Input posted or published by you or other users, and are not in any way responsible or liable for Input. However, we may at any time and without prior notice, at our sole discretion, screen, remove, edit, or block any Input that we deem to violate these Terms or to be otherwise inappropriate or unlawful. You agree to waive, and hereby waive, any legal or equitable rights or remedies you may have against us with respect to Input. We expressly disclaim all liability in connection with User Content. If a user, content owner, or Model notifies us that User Content allegedly does not comply with these Terms, we may investigate the allegation and at our sole discretion terminate your access to the Services. For clarity, we do not permit copyright-infringing activities on the Services.
6.4 Location of Requests
We strive to accurately provide Models with the country from which you initiate requests when accessing the Website via API. However, due to limitations of current technology, it is not always possible to accurately represent your country of nationality, and this limitation may affect your ability to use the Services. You understand and agree that we bear no liability for inaccurate location information reported to Models.
6.5 Compute Statistics and Temporary Debug Logs
For the purposes of service reconciliation, billing statistics, and necessary system error correction, the Platform records only the timestamp, Request ID, target model name, and token consumption of each call. Specifically: (a) Compute Statistics: For the purposes of service reconciliation and billing statistics, the Platform will maintain long-term records of metadata for each call (including timestamp, Request ID, target model name, and token consumption). You authorize us to extract and use the above anonymized data that does not contain business content. (b) Temporary Cache and Error Correction Retention: You understand and agree that during API transmission, the Platform will perform necessary in-memory buffering of your Input (Prompt) and Output content. Additionally, for the purposes of system error correction, fault investigation, and protection against malicious attacks, the Platform may temporarily store the context content of a single request in encrypted, strictly access-controlled secure logs. The above temporary debug logs will be automatically and completely physically deleted within a maximum of seven (7) business days after the service is generated (or within a shorter system troubleshooting cycle), and will never be used for any long-term storage, commercial analysis, or secondary model training. You hereby authorize us to use the above anonymized compute statistics data that does not contain business content.
7. Prohibited Activities
By using the Services, you agree not to engage in any of the following:
• Use the Services for any illegal purpose, or in violation of any domestic or international laws, or in violation of any applicable Model Terms;
• Purchase Services with cryptocurrency whose source constitutes proceeds of financial crimes or other criminal offenses under applicable law;
• Create false identities, misrepresent your identity, or create multiple accounts under a single user identity for the purpose of circumventing or bypassing usage restrictions on the Website or Services or for any other reason;
• Access the Website or Services for the purpose of reselling API access to Models or otherwise developing competitive services;
• Develop, support, or use software, devices, scripts, bots, or any other means or programs (such as scrapers, browser plugins, add-ons, or any other automation technology) to scrape or copy any information on the Website or Services;
• Circumvent any technical measures implemented by us to prevent scraping;
• Infringe or encourage others to infringe any third-party rights, including infringing or misappropriating any third-party intellectual property;
• Post, upload, or distribute any Input or other content that is unlawful, or does not comply with the terms of service of the Model or provider you are using;
• Interfere with security features related to the Services, including but not limited to: (a) disabling or circumventing features designed to prevent or limit the use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any part of the Services, except where such activities are expressly permitted by applicable law;
• Strictly prohibited: any form of "red team testing", "prompt injection", "jailbreaking", or any adversarial attack on large models dispatched by the Platform that is designed to induce the model to output content that violates its native terms of service. Any such attempt will be automatically intercepted by the Platform's security systems and trigger an alert. We reserve the right to immediately suspend and/or terminate your access to the Services, and you shall bear all compliance legal liabilities and losses caused to us as a result;
• Interfere with the operation of the Services or any user's experience with the Services, including: (a) uploading or otherwise transmitting any virus, adware, spyware, worm, or other malicious code; (b) sending any unsolicited offers or advertisements to other users of the Services; (c) attempting to collect personal information about other users or third parties without their consent; or (d) interfering with or disrupting any networks, devices, or servers used to provide the Services, or violating any regulations, policies, or procedures of such networks, devices, or servers;
• Engage in any fraudulent activity, including impersonating any person or entity, claiming false affiliations, accessing any other service account without authorization, or misrepresenting your age or date of birth;
• Sell or otherwise transfer the access rights granted under these Terms or any materials (as defined in Section 11), or any right or ability to view, access, or use any materials; or
• Attempt to engage in any of the activities described in this Section 7, or assist or permit any person to engage in any of the activities described in this Section 7.
8. Termination of Use; Suspension and Modification of Services
You may terminate your account at any time by contacting support@tokenlx.ai. If you terminate your account, you remain obligated to pay all outstanding fees incurred prior to termination in connection with your use of the Services (if any). If you violate any provision of these Terms, your license to use the Services will automatically terminate.
Additionally, we may at our sole discretion, at any time, for any reason or no reason, terminate your user account on the Services, or suspend or terminate your access to the Services, with or without notice. We also reserve the right to temporarily or permanently modify or suspend the Services (including restricting or suspending specific features of the Services) at any time without notice to you. We shall not be liable for any modification to the Services or any suspension or termination of your access to or use of the Services.
9. Privacy Policy; Additional Terms
9.1 Privacy Policy
Please carefully review our Privacy Policy (Privacy Policy link) to understand how we collect, use, store, and disclose your personal information on the Website. Our Privacy Policy is incorporated by reference into these Terms and forms part of these Terms.
9.2 Non-Ours Services
We or third parties may distribute products, services, tools, or software features that interoperate, integrate, or connect with the Services and your account, which you may access and use alongside the Services (collectively, "Non-Ours Services"). Your use or purchase of such Non-Ours Services, and any data exchange related to such use, occurs solely between you and the applicable third-party provider, and is subject to the terms of service, end-user license agreements, privacy statements, and/or any other terms or policies disclosed or provided by that third party on the Services and in Section 9.3. We make no representations, warranties, or guarantees regarding Non-Ours Services, their providers, their availability, or whether they meet your security or compliance requirements. Any support provided by us does not apply to Non-Ours Services. We are not responsible for any disclosure, modification, or deletion of User Content resulting from access to any Non-Ours Services, or any other direct or indirect losses, special or consequential damages, or claims arising from or related to Non-Ours Services. Although the Services may contain features designed to interoperate with Non-Ours Services, we cannot guarantee the continued availability of such features in the Services and may stop providing such features without any right for you to a refund or other compensation.
9.3 Non-Ours Services License Information
Your use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or Non-Ours Services. This Section 9.3 covers all Non-Ours Services and describes the licenses relating to any information you provide to or receive from third parties through Non-Ours Services and the Services.
10. Modifications to These Terms
For any changes to the Terms that materially modify your rights or obligations, we will provide you with at least thirty (30) days' advance notice via email or in-product notification. Your continued use of the Services after receiving such notice constitutes your agreement to such material changes. All other changes take effect when posted on the Website. Please check these Terms periodically for changes. If you do not agree to such changes, you must stop using our Services. Disputes arising from these Terms will be resolved under the version of the Terms in effect at the time the dispute arose.
11. Ownership; Proprietary Rights
The Services are owned and operated by us. The visual interfaces, graphics, designs, compilations, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services provided by us ("Materials") are protected by intellectual property and other laws. All Materials contained in the Services are the property of us or our third-party licensors. You may not use these Materials unless expressly authorized by us. We reserve all rights to Materials not expressly granted in these Terms.
12. Feedback
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Services ("Feedback"), then you hereby grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right to exploit such Feedback in any manner and for any purpose, including to improve the Services and create other products and services.
13. Confidentiality
13.1 Definition of "Confidential Information"
"Confidential Information" means information not generally known to the public that is (i) provided or disclosed in writing by the disclosing party (as defined below) to the receiving party (as defined below), and (ii) designated in writing by the disclosing party as confidential. Without limiting the foregoing, our Confidential Information also includes (X) non-public aspects of the Services and any related or future product plans, technologies, and other technical information, and (Y) business negotiations. Notwithstanding the foregoing, Confidential Information does not include any information that: (1) has become or becomes generally known to the public without violating any obligation to the disclosing party; (2) was known to the receiving party before receiving it from the disclosing party without violating any obligation to the disclosing party (with no confidentiality obligation), as evidenced by the receiving party's records at the time; (3) is legitimately obtained by the receiving party from a third party without violating any obligation to the disclosing party (with no confidentiality obligation); or (4) is independently developed by the receiving party without violating any obligation to the disclosing party; or (b) any Feedback.
13.2 Confidentiality Obligations
You or we (as the "Disclosing Party") may disclose or provide Confidential Information to the other party (as the "Receiving Party") under these Terms. The Receiving Party will protect the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own similar Confidential Information (but in no event less than reasonable care), and will (i) use the Disclosing Party's Confidential Information only for purposes related to the Services, and (ii) limit access to the Disclosing Party's Confidential Information to its employees, advisors, contractors, service providers, professional consultants, and other individuals who need to know for purposes related to the Services and who are bound by confidentiality obligations no less restrictive than those in these Terms, unless otherwise authorized in writing by the Disclosing Party. The Receiving Party may disclose the Disclosing Party's Confidential Information if required by law. The Receiving Party will notify the Disclosing Party of such compelled disclosure in advance to the extent permitted by law and take reasonable measures to limit such disclosure. We may also disclose your Confidential Information to comply with any government or regulatory authority requirements (including subpoenas or court orders), as part of legal proceedings involving us, or at your request. If disclosure is made at your request, you may bear the costs of compiling and providing access to your Confidential Information.
14. Indemnification
You are responsible for your use of the Services, and you will defend, indemnify, and hold harmless us and our officers, directors, employees, consultants, affiliates, subsidiaries, and agents (collectively, "Our Entities") from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees and other costs) arising out of or in any way connected with: (a) your access to, use of, or alleged use of the Services; (b) your violation of any part of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your infringement of any third-party rights, including any intellectual property, right of publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our expense, to assume exclusive defense and control of any matter for which you are required to indemnify us (without limiting your indemnification obligations with respect to such matter), and in that case, you agree to cooperate with our defense of such claim.
15. Disclaimers; No Warranties
THE SERVICES AND ALL MATERIALS AND CONTENT PROVIDED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. OUR ENTITIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS IN CONNECTION WITH THE SERVICES AND ALL MATERIALS AND CONTENT PROVIDED THROUGH THE SERVICES, INCLUDING: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE CUSTOM. OUR ENTITIES DO NOT WARRANT THAT THE SERVICES OR ANY PORTION THEREOF, ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, OR THAT ANY OF THOSE ISSUES WILL BE CORRECTED. FOR CLARITY, OUR ENTITIES MAKE NO WARRANTY THAT OUTPUTS WILL BE USABLE FOR YOUR INTENDED PURPOSE OR FIT FOR A PARTICULAR PURPOSE, INCLUDING BUT NOT LIMITED TO ANY REGULATED, HIGH-RISK, SAFETY-CRITICAL, LEGAL, MEDICAL, FINANCIAL, EMPLOYMENT, OR CUSTOMER-FACING USE.
No advice or information, whether oral or written, obtained by you from the Services or any materials or content offered through the Services, will create any warranty not expressly stated in these Terms. You understand and acknowledge that the technology used by the Services may change over time in terms of functionality, error rates, and availability. You assume all risk of harm that may result from your use of or access to the Services, your interactions with any other users of the Services, and any materials or content offered through the Services (including but not limited to any output you receive through the Services). You understand and agree that you use the Services at your own discretion and risk, and that you are solely responsible for any property damage (including to your computer system or mobile device used with the Services) or data loss resulting from your use of the Services or downloading or use of such materials or content. You understand and agree that we are not responsible for the accuracy or quality of any output you receive through the Services. We bear no responsibility for any actions you take based on any output received through the Services or any consequences of such actions. You are solely responsible for evaluating outputs, implementing appropriate human review and safeguards, and determining whether any Model, Model Terms, inputs, outputs, or use cases are appropriate for your business, legal, security, privacy, and compliance requirements. We make no representations or warranties regarding any model provider's data processing, retention, training, security, availability, or intellectual property practices.
Certain jurisdictions may prohibit disclaimers, so you may have additional rights that vary by jurisdiction.
16. Limitation of Liability
IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY OF OUR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT YOU HAVE PAID TO US FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCES GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under these Terms. This allocation is an essential element of the basis of the bargain between you and us. Each of these provisions is severable and independent of all other provisions of these Terms. The limitations in this Section 16 will apply even if any limited remedy fails of its essential purpose.
17. Dispute Resolution
17.1 This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to conflicts of law principles.
17.2 If a dispute cannot be resolved through negotiation, either party may submit the dispute to the Hong Kong International Arbitration Centre (HKIAC) for arbitration, to be conducted by an arbitrator in accordance with the then-current HKIAC Administered Arbitration Rules, with Hong Kong, China as the seat of arbitration.
17.3 Modifications to These Terms
If we make any future changes to these Terms (other than changes to our notice address), you may reject such changes by sending written notice to our notice address within 30 days after the change, in which case your account will be immediately terminated and the arbitration provisions in effect immediately prior to the change you rejected will remain in effect.
18. General Provisions
These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, constitute the entire and exclusive understanding and agreement between you and us regarding your use of the Services. Except as expressly allowed above, these Terms may be amended only by a written agreement signed by authorized representatives of all parties. You may not assign these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. Failure to require performance of any provision will not affect our right at a later time to enforce such provision. Our waiver of any breach or failure to perform any provision of these Terms shall not be deemed a waiver of any subsequent breach or failure or of the provision itself. Section headings are for convenience of reference only and shall not affect the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, Sections 2, 4, 6, and 9 through 19, together with the Privacy Policy and any other accompanying agreements, will survive. Except as expressly set forth in these Terms, nothing in these Terms is intended to or shall be construed to provide or create any third-party beneficiary rights or any other rights of any kind to any other party. Model providers are intended third-party beneficiaries of Sections 5, 6.1, 14, 16, and this Section 18, but solely to the extent such provisions relate to your, authorized users', or your customers' access to or use of applicable Models, compliance with applicable Model Terms, User Content, inputs, outputs, usage restrictions, suspension or termination of model access.
19. Consent to Electronic Communications
By using the Services, you consent to receive certain electronic communications from us as described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
20. Contact Information
The Services are provided by Vocalm Limited. You may contact us by sending a letter to our registered address or by emailing us at support@tokenlx.ai.