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HKT.AI Terms of Use
These Terms of Use constitute an agreement between (1) the Customer (as defined below) and, where the Customer is an Entity (as defined below), its Authorised Users (as defined below); and (2) the Company (as defined below) governing the Customer’s and the Authorised Users’ access to and use of the AI Services (as defined below) made available through HKT.AI (as defined below). By accessing or using HKT.AI, each of the Customer and, where the Customer is an Entity, the Authorised Users confirms that it / he / she / they have read, understood and accepted to be bound these Terms of Use.
The Company may revise and update these Terms of Use from time to time in the Company’s sole discretion. All changes are effective immediately when the Company posts them, and apply to all access to and use of HKT.AI thereafter. The Customer’s and, where the Customer is an Entity, its Authorised Users’ continued use of HKT.AI and AI Services following the posting of revised Terms of Use means that each of the Customer and, where the Customer is an Entity, its Authorised Users accepts and agrees to the changes. Each of the Customer and, where the Customer is an Entity, its Authorised Users is expected to check this page from time to time so the Customer and the Authorised Users are aware of any changes, as they are binding on the Customer and the Authorised Users.
Each Authorised User shall observe and comply with all the obligations of the Customer under these Terms of Use as if he / she / they were the Customer.
The Customer and each Authorised User acknowledge and agree that certain AI Services are subject to the applicable Specific Terms which are incorporated by reference into and form part of these Terms of Use.
1. Definitions
In these Terms of Use, unless the context otherwise requires:
“Affiliate” | means any Entity which, directly or indirectly, controls, or is controlled by, or is under common control with, the Company, where the term “control” (including the terms “controlled by” and “under common control with”) means control of at least 50% of the voting power of securities or interests in such entity; |
“AI” | means artificial intelligence, including any machine-based, software-based or model-based system, tool, application, technology, functionality or any related technologies, whether provided by the Company or any third party, that is designed to operate with varying levels of autonomy and that may generate, infer, predict, classify, recommend, analyse, summarise, transform, create or otherwise produce outputs, content, decisions, suggestions, insights or other results from data, prompts, instructions or other inputs. For the avoidance of doubt, AI includes generative AI, large language models, machine learning models, agentic AI systems, AI-enabled APIs, AI-assisted software features and any related model, algorithm, interface, workflow or service made available through or in connection with HKT.AI; |
“AI Services” | means any AI, machine learning, LLMs, generative AI, agentic AI, AI Models, API, application, tool, feature, software, service or functionality made available through or in connection with HKT.AI, whether provided by the Company or the Third Party AI Providers; |
“Applicable Laws” | means any of the following, to the extent that it is applicable: (a) any statute, directive, order, enactment, regulation, bylaw, ordinance or subordinate legislation in force from time to time; (b) the common law and the law of equity; (c) any binding court order, judgment or decree; (d) any regulatory requirements issued by a governmental or regulatory authorities to which a party will be subject; (e) any applicable industry code, policy or standard enforceable by law; and (f) any applicable direction, statement of practice, policy, rule or order that is set out by a regulator that is binding on the Company and the Customer, in any jurisdiction; |
“Authorised User” | means, in the context where the Customer is an Entity, any individual who is authorised by the Customer to access HKT.AI and/or use the AI Services provided that an Authorised User must be one of the Customer’s employees, officers, directors, consultants or such other persons as are otherwise permitted by the Company, in each case solely for the permitted purposes and subject to these Terms of Use; |
“Company” | means AI Hub HKT Limited; |
“Company Content” | means things that Customer and/or the Authorised User may see, read, hear, download or access on or via HKT.AI (including but not limited to messages, files, data, inputs, software, images, photographs, illustrations, text and other materials); |
"Confidential Information" | means all information of a confidential nature (whether in writing, verbally or by any other means and whether directly or indirectly), including but not limited to discoveries, ideas, inventions, concepts, know-how (whether patentable or not), research, development, designs, specifications, drawings, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, algorithms, software programs, marketing information, customer or end-user information, technical, financial, tax or business information, trade secrets, Intellectual Property Rights, product information, whether or not labelled as "Confidential" or likewise, which is not generally available to the public, and information that is of commercial value or such other information that is of a confidential nature or a reasonable person knows or ought to know to be confidential. |
“Credit” | means any token, unit, entitlement, allowance, quota, usage allocation, subscription allowance, consumption unit or other measure, whether prepaid, postpaid, bundled, promotional or otherwise allocated, issued, made available or recorded by the Company for the purpose of accessing, enabling, measuring, consuming or charging for any AI Services through or in connection with HKT.AI, including the complimentary Credits. Credits are not legal tender, stored value, electronic money, securities, financial products, cash equivalents or transferable assets, and have no cash value unless expressly stated by the Company in writing; |
“Customer” | means any individual or an Entity who/which has subscribed HKT.AI for the AI Services with the Company; |
“Customer Account” | means the user account created, registered, provisioned, assigned or otherwise made available for the Customer or any Authorised User to access, manage, administer, purchase, consume or use HKT.AI, AI Services, Credits or Outputs (as the case may be); |
“Customer Content” | means any files, documents, information, algorithms, models, Customer Data, Personal Data or other content in any format which are fed, connected or uploaded onto the HKT.AI or the Services by the Customer or an Authorised User, or created, developed and/or published by the Customer or an Authorised User using any Customer Content. |
“Customer Data” | means all data, information, video, music, voiceover, caption, images, audio, instructions, prompts, ideas, queries, files, instructions, materials, content or other input submitted, selected, edited, confirmed, uploaded, transmitted, generated, processed or otherwise made available by or on behalf of the Customer or any Authorised User through or in connection with HKT.AI (including without limitation business or brand names, products, product photos, logos, prices, promotions and/or marketing messages), but exclude Personal Data; |
“Data Protection Laws” | means the applicable laws and regulations relating to data privacy and the processing of Personal Data in effect from time to time, including but not limited to the Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong) as well as their corresponding guidelines, implementing regulations, judicial interpretations and any other forms of applicable legal and regulatory instruments (as the case may be) concerning the interpretation and application of the aforesaid laws; |
“Entity” | means any corporation, company, partnership, limited partnership, sole proprietorship, association, organisation, institution, trust, foundation, governmental authority, public body, statutory body, unincorporated body or other legal or commercial entity, whether incorporated or unincorporated and whether having separate legal personality or not; |
“Force Majeure Event” | means anything outside the reasonable control of the Company including but not limited to, industrial disputes of any kind, war declared or undeclared, act of terrorism, blockade, disturbance, a natural disaster (such as lightning, earthquake, storm, flood, explosion or meteor), pandemic, law or any power lawfully exercised by a government agency, any change in any Applicable Law, inability or delay in granting governmental or other approvals, consents, permits, licences or authorities, or telecommunications network outage or degradation which the Company cannot reasonably control. |
“HKT.AI” | means the Hong Kong-based platform, portal, service, application, interface or other facility made available by the Company, in the name of “HKT.AI”, for the Customer to access, explore and interact with various bots powered by Third Party AI Providers’ AI Models, including Large Language Models (“LLMs”) (collectively, the “AI Models”), or related functionality through consuming, managing, purchasing or using Credits, as may be updated and modified from time to time, including AI Services provided by Third Party AI Providers; |
“Hong Kong” | means the Hong Kong Special Administrative Region of the PRC; |
“Input” | means any data (including Customer Data), text, sound, video, image, code, information, material or other content that Customer provides, designates, selects, or inputs for use on HKT.AI or any AI Service; |
“Intellectual Property Rights” | means any and all of the following items, whether or not registered, applications for the following items (whether or not registrable) and the right to apply for the items (where registrable): (a) trademarks and service marks, (b) patents, utility innovations, (c) design rights, registered designs, and unregistered design, (d) copyright, (e) domain names, layout design rights, database rights, trade or business names, (f) rights in respect of trade secrets, confidential information, goodwill and reputation, and (g) all other intellectual property rights and similar rights in any country of the world; |
“Output” | means any response, result, recommendation, prediction, analysis, text, code, image, video, caption, voiceover, music, audio, content, data, file, content or other material created, generated, returned or made available by any AI Services; |
“Personal Data” | has the meaning given to it in the Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong), namely any data (a) relating directly or indirectly to a living individual; (b) from which it is practicable for the identity of the individual to be directly or indirectly ascertained; and (c) in a form in which access to or processing of the data is practicable; and includes such meaning under any applicable laws, regulations or guidelines relating to the handling or processing of personal data (including any that may come into force after the date hereof), as amended from time to time; |
“PRC” | means the People’s Republic of China, which for the purposes of these Terms of Use excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan; |
“Third Party AI Providers” | means any third-party provider, operator, licensor, model developer, cloud provider, API provider or other supplier, subcontractor or service provider of any AI Services or related infrastructure, software, service or functionality under or in connection with HKT.AI, whether located in Hong Kong or otherwise; and |
“Third Party AI Services” | means any AI Services, AI Models, APIs, software, infrastructure or other functionality provided by a Third Party AI Provider and made available through or in connection with HKT.AI. |
2. Customer Account Creation, Access and Credentials
2.1. HKT.AI and AI Services are available only to eligible Customers and/or Authorised Users who:
(a) in the case of natural persons, are aged 18 or above;
(b) have been selected by the Company to gain access to HKT.AI or have subscribed for, purchased or otherwise obtained access to HKT.AI or the relevant AI Services in accordance with any applicable service plan, subscription option, promotional offer or other arrangement made available or approved by the Company from time to time; and
(c) is based and/or operating within Hong Kong.
2.2. Subject to the Customer’s compliance with these Terms of Use (in particular the prohibited and high-risk use restrictions as set out in Clause 10), (where applicable) valid and ongoing subscription as mentioned in Clause 2.1 above and the terms and conditions of such subscription, the Company grants the Customer a personal, non-exclusive, non-transferable, non-sublicensable right to use HKT.AI and the AI Services.
2.3. The AI Services form part of HKT.AI, all terms applicable to HKT.AI, including but not limited to those relating to eligibility, account registration, user responsibilities, acceptable use, privacy, suspension, termination, disclaimers, Intellectual Property Rights, limitations of liability and other applicable matters, shall also apply to the AI Services unless expressly stated otherwise in these Terms of Use.
2.4. The Customer shall be solely responsible for:
(a) ensuring that all account registration information, user details, contact information, billing information and other information provided to the Company under the Customer Account are true, accurate, complete, current and not misleading; and
(b) selecting, authorising, managing, monitoring, reviewing and removing all Authorised Users, and for ensuring that only duly authorised individuals access or use HKT.AI, AI Services, Credits (if any) or Outputs under the Customer Account.
2.5. The Customer shall maintain the confidentiality and security of the Customer Account’s credentials, passwords, verification code, Credits (if any), administrator rights and other access controls under HKT.AI. The Customer shall not share, transfer, sell, distribute, sublicense or permit the use of any Customer Account, credentials or HKT.AI by any unauthorised person.
2.6. Any access to or use of HKT.AI, AI Services, Credits (if any), Company Content or Outputs through the Customer Account shall be deemed to be accessed or used by the Customer, whether or not authorised by the Customer, and the Customer shall be fully responsible for all such access, use, activities, instructions, Customer Data, Personal Data, Customer Content, Outputs, charges, losses and liabilities arising therefrom.
2.7. The Customer shall promptly notify the Company of any actual or suspected unauthorised access, compromise, loss, theft, misuse or disclosure of the Customer Account, and shall provide all information and cooperation reasonably requested by the Company in connection with any investigation, mitigation, remediation or enforcement action.
3. Limited warranties and disclaimers
3.1. The Customer acknowledges that HKT.AI, and all information, Company Content, materials, products or Output on or otherwise made available to Customer through HKT.AI are provided on an “as is” and “as available” basis. The Company does not warrant or guarantee that HKT.AI, AI Services or Outputs will be uninterrupted, error-free or continuously available. To the maximum extent permitted by Applicable Laws, the Company excludes all representations and warranties and conditions, whether express or implied, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for particular purpose or non-infringement.
3.2. The Customer acknowledges that the Customer uses HKT.AI (including AI Services and any Output) at its own risk. The Customer acknowledges that AI Services are probabilistic and may generate Outputs that may contain hallucinations or are inaccurate, incomplete, outdated, misleading, biased, offensive, unsuitable, unlawful or non-compliant. The Company does not warrant, guarantee or promise that any Output will be accurate, original, exclusive, reliable, complete, current, appropriate, lawful or fit for any particular purpose.
3.3. The Company may, in its sole discretion, with or without any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, HKT.AI or any AI Services from time to time and shall not be liable if any such upgrade, modification, suspension, discontinuation or removal prevents the Customer from accessing HKT.AI or AI Services.
3.4. The availability of HKT.AI, AI Services, AI Models, features, functionality, Credit consumption rates and usage requirements may vary and may be changed, added, removed, suspended or discontinued by the Company or any Third Party AI Provider from time to time without prior notice.
3.5. The Company may conduct scheduled maintenance that may cause temporary unavailability of HKT.AI or any of the AI Services and will use commercially reasonable efforts to give advance notice for such maintenance. For unscheduled downtime or service outages, the Company will use commercially reasonable efforts to restore HKT.AI or the AI Services as soon as practicable.
3.6. Customer agrees and acknowledges that the Company may engage Affiliates, subcontractors, vendors and other service providers to perform or support any part of HKT.AI or the AI Service.
4. Credits
4.1. Credits may be made available to the Customer through:
(a) the redemption of complimentary coupons issued by the Company, each of which may be converted into a designated number of Credits; and/or
(b) the subscription for, purchase of or other acquisition of Credits in accordance with any applicable service plan, subscription option, promotional offer or other arrangement made available or approved by the Company from time to time.
4.2. Credits shall be consumed at rates determined by the selected AI Services for a particular task. The applicable consumption rates may be changed by the Company from time to time, without notice to Customers.
4.3. Where applicable, any indication provided before a task is performed of the number of Credits that may be consumed is an indicative estimate only and not binding on the Company. The Customer should refer to the remaining balance for the amount of Credits actually consumed for a task.
4.4. The Customer’s Credit balance and any applicable expiry date(s) for Credits will be displayed in the Customer’s account section. Any expiry date(s) may vary and may be updated from time to time. The Customer should refer to its account section for the current applicable expiry date(s) of its Credits. If the Customer has insufficient balance of Credits for a task, HKT.AI interface may notify the Customer that the particular task may not proceed.
4.5. All Credits are non-refundable, non-transferable or exchangeable for cash or other products of the Company or its Affiliates.
4.6. Unused Credits shall expire at the earlier of:
(a) the expiry date(s) as specified in the service plan, subscription option, promotional offer or other arrangement made available or approved by the Company from time to time;
(b) the expiry date(s) as displayed in the Customer’s account section;
(c) the date of closure of the Customer’s account; or
(d) any suspension or termination pursuant to Clause 15 and Clause 16, respectively, unless otherwise specified by the Company.
4.7. For the avoidance of doubt, Credits may be issued under different service plans, partnership arrangements or other channels, and different expiry dates may apply. Unless otherwise stated, Credits with the earliest expiry date will be deducted and used first. Customers should also refer to the applicable terms and conditions of the relevant service provider, reseller or partner through which such Credits are obtained, as additional terms and conditions may apply.
5. Company Content, Input and Output
5.1. Before inputting, submitting, uploading, transmitting or otherwise making available any Input through HKT.AI or any AI Services, the Customer represents and warrants at all times that it shall, and shall ensure that each Authorised User shall:
(a) have all the rights, licences, permissions, consents, waivers and authorisations necessary to make such Input available and to permit its use and processing in accordance with these Terms of Use;
(b) ensure that such Input does not infringe, misappropriate or otherwise violate any Intellectual Property Rights or other rights of any third party, or breach any Applicable Laws or contractual obligations; and
(c) in relation to Customer Data and Personal Data comprised in such Input, obtain and maintain all necessary rights, consents, licences, permissions, authorisations and lawful bases required under the Applicable Laws, including applicable Data Protection Laws, to permit the collection, use, processing, disclosure, transfer, storage, retention and other handling of such Customer Data or Personal Data by the Company, its Affiliates, subcontractors and Third Party AI Providers for the purposes of providing, operating, administering, securing, supporting, improving, billing for, auditing and enforcing HKT.AI and AI Services.
5.2. As between the Company and the Customer, the Company does not claim any ownership or Intellectual Property Rights in any Input or Output; provided that, the Company or its Affiliates and their respective licensors own and will continue to own HKT.AI and AI Services and any and all other tool, model, solution, platform, interface, software or technology that was used to generate any Output.
5.3. By using HKT.AI and AI Services and uploading Input, the Customer grants the Company a license to access, use, host, cache, store, reproduce, transmit, display, distribute, and modify Input to operate, improve, promote and provide HKT.AI and AI Services, including to reproduce, transmit, display and distribute Output based on the Input. The Customer agrees that these rights and licences are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Input is stored with the Company), and include a right for the Company to make Input available to, and pass these rights along to, others with whom the Company has contractual relationships related to the provision of HKT.AI and AI Services, solely for the purpose of providing such HKT.AI and AI Services, and to otherwise permit access to or disclose Input to third parties if the Company determines such access is necessary to comply with its legal obligations.
5.4. To the fullest extent permitted by applicable law, the Company reserves the right, and has absolute discretion, to reject, suspend, remove, screen, edit, or delete any of Input at any time, for any reason, and without notice. By posting or submitting Input through HKT.AI and AI Services, the Customer represents and warrants that it has, or has obtained, all rights, licences, consents, permissions, power and/or authority necessary to grant the rights granted herein for Input. The Customer further agrees and acknowledges that certain Input or products, services or promotion of the Customer may not be eligible for HKT.AI or AI Services. The fact that the Company has not rejected any Input shall not in any way waive, reduce, limit or otherwise affect the Customer’s responsibilities and obligations under these Terms of Use.
5.5. The Customer shall withdraw and will promptly inform the Company if and to the extent the Customer no longer has the rights, licences, permissions, waivers, consents and/or authorisations to use any Input (and relevant Outputs), or if the Input (and relevant Outputs) are not correct or accurate or are no longer correct or have become untrue, unsubstantiated, misleading or deceptive.
5.6. Except to the extent expressly permitted under the Applicable Law, the Customer and Authorised User shall not, and shall not cause, procure, authorise, assist, enable or permit any other person, to, directly or indirectly:
(a) sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use HKT.AI, AI Services or any Company Content in any way for any public or commercial purpose without the Company’s prior written consent;
(b) use any Company Content on any other website or in any networked computer environment for any purpose;
(c) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of HKT.AI, AI Services or any Company Content comprising downloadable software; or
(d) use HKT.AI, AI Services or any Company Content in any manner that infringes, misappropriates, violates or otherwise infringes the Intellectual Property Rights of any person.
5.7. Nothing done by the Customer and/or the Authorised User on, through, or in connection with HKT.AI shall operate to transfer, assign, convey, vest or otherwise grant to the Customer and/or the Authorised User any Intellectual Property Rights, nor shall it be construed as conferring upon the Customer and/or the Authorised User any licence, right, title or interest in or to any Intellectual Property Rights, except to the extent expressly provided in writing by the Company.
5.8. Without prejudice to any other rights or remedies of the Company, the Customer shall indemnify, defend and hold harmless the Company, its Affiliates, and each of their respective directors, officers, employees, agents, contractors, successors and assigns from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, costs and expenses, including reasonable legal fees and disbursements, arising out of or in connection with any allegation, claim or proceeding that any Input, instructions, inputs, prompts, content, information or other materials provided, uploaded, submitted, transmitted or otherwise made available by or on behalf of the Customer and/or the Authorised User, or the Customer’s and/or the Authorised User’s use of HKT.AI or any Input or Output is unauthorised, infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of any third party.
5.9. By using HKT.AI and AI Services, the Customer acknowledges that Outputs are generated through AI Services provided by Third Party AI Providers and are not authored, owned, controlled, verified or endorsed by the Company. The Customer further acknowledges and agrees that AI Services may be supported by, integrated with, or made available through products, services or technologies provided by Third Party AI Providers.
5.10. The Company makes no representation, warranty or undertaking, whether express or implied, as to the originality, ownership, validity, registrability, non-infringement of any Output, or that any Output will be free from any claim of infringement, misappropriation or violation of any Intellectual Property Rights or other rights of any person, including but not limited to any subsequent use by the Customer and/or the Authorised User.
5.11. The Customer shall be solely responsible for independently reviewing, assessing, verifying and determining the legality, accuracy, suitability and appropriateness of any Output prior to any use, publication, distribution, disclosure, reproduction, reliance upon or exploitation of any Output. The Customer shall not, and shall ensure that each of its Authorised Users does not, use any Output in a manner that may infringe, misappropriate or otherwise violate any Intellectual Property Rights, Confidential Information, privacy rights, publicity rights or other rights of any third party, or that may breach any Applicable Laws, contractual obligation or duty owed to any person. The Customer shall be solely responsible for its products, services, promotions, terms and conditions, claims, enquiries or complaints arising from or in connection with its use of any Output and shall honour all relevant terms and conditions. The Company shall not be responsible to any person in connection with or arising from any matter stated in this Clause 5.11.
5.12. Watermarking, notices, labels or similar measures may be applied or embedded to any Output or the AI Services to comply with Applicable Laws or clarify rights and restrictions or otherwise. The Customer must not remove, obscure or alter any such measures.
5.13. The Customer shall not, and shall ensure that each Authorised User shall not, misrepresent the fact that the Output was generated by AI.
5.14. The Customer’s and its Authorised Users’ use of Outputs is subject to the Customer indemnity in Clause 17.
6. Customer Responsibility for Personal Data and Customer Data
6.1. The Customer or any Authorised User is advised NOT to submit, upload, disclose, transmit or otherwise input or make available any sensitive data, Confidential Information or Personal Data, including but not limited to sensitive personal data, minor’s data, biometric data, health data, financial account data, payment card number, personal identifier, in any prompt, query, instruction or other input through the Customer Account to HKT.AI or any AI Services.
6.2. (a) Notwithstanding Clause 6.1, if the Customer or any Authorised User chooses to do so, whether knowingly or inadvertently, the Customer or any Authorised User shall where practicable, anonymise, deidentify, aggregate, mask or tokenise such Personal Data to the extent that is strictly necessary, accurate, lawful, appropriately classified, adequately protected before submission; be deemed to have done so at his/her/its/their own risk and shall be solely responsible for ensuring that all requirements under applicable Data Protection Laws have been complied with, including all requirements relating to lawful basis, consent, transparency, purpose limitation, data minimisation, accuracy, security, cross-border transfer and retention; and in any event, retain effective human review, control and oversight over any action or decision involving Personal Data that is high-stakes, irreversible or considered an atypical action. (b) Without limiting Clause 17.1, the Customer shall be solely responsible for, and shall indemnify the Company against, all liabilities, losses, damages, fines, penalties, claims, complaints, regulatory investigations, data subject requests, security incidents and other consequences arising from or relating to the submission, processing, disclosure, transfer, storage, retention or other handling of such Personal Data by any Third Party AI Providers or through any third party providing the AI Services. To the maximum extent permitted by the Applicable Laws, the Company shall have no responsibility or liability for any act, omission, processing activity, data handling practice, model training practice, retention practice, security measure, breach, failure or other conduct of any Third Party AI Providers in relation to such Personal Data.
6.3. The Customer is solely responsible for all Customer Data, all prompts and instructions submitted to HKT.AI, all use cases for which HKT.AI or any AI Services is used, and all uses, decisions, actions, omissions or reliance arising from or relating to any Output.
6.4. In using HKT.AI, the Customer may give the Company Personal Data. By using HKT.AI, the Customer grants the Company the consent to use the Personal Data in accordance with the applicable Personal Information Collection Statement and the Privacy Statement. During your use of HKT.AI, the Company may issue to and request from the Customer’s computer blocks of data known as “cookies”. The Customer must not alter any cookies sent to the Customer’s computer from HKT.AI and the Customer must ensure that the Customer’s computer sends correct and accurate cookies in response to any relevant request from HKT.AI. Further information is set out in the Cookies Policy.
6.5. Customer Content, Customer Data and Personal Data processed through HKT.AI may be transferred to, stored, processed or accessed in jurisdictions outside Hong Kong by the Company, its Affiliates, subcontractors or Third Party AI Providers to the extent necessary for the provision, operation, maintenance, support, security or compliance of HKT.AI and AI Services. The Customer shall be responsible for providing all notices and obtaining all consents, authorisations and lawful bases required under Applicable Laws, including applicable Data Protection Laws, in respect of such transfer, storage, processing or access.
7. Notices
7.1. The Company will give the Customer and/or the Authorised User any necessary notices by posting them on HKT.AI.
7.2. The Customer agrees:
(a) check HKT.AI for notices; and
(b) that the Customer will be considered to have received a notice when it is made available to the Customer by posting on HKT.AI.
8. Relationships between the Customer, the Authorised Users and the Company
8.1. As between the Customer and the Company, the Customer is and remains responsible for determining the purposes and means of processing Customer Data and Personal Data, and for ensuring the lawfulness, fairness, transparency, accuracy, relevance and proportionality of such processing.
8.2. For the avoidance of doubt, the Company shall not be deemed as the data processor of the Customer or the Authorised User, and does not determine the Customer’s use cases, input data selection, Output interpretation, downstream processing or any decision made by the Customer or its Authorised Users using or relying on HKT.AI, AI Services or Outputs.
8.3. As between the Customer and the Authorised Users, the Customer shall be responsible for all acts, omissions, access, use, misuse, prompts and Input of its Authorised Users when using HKT.AI, AI Services, Credits or Outputs as if they were the acts, omissions, access, use, misuse, prompts and Input of the Customer.
8.4. The Company shall not, merely by making available HKT.AI, AI Services, Outputs or any related functionality, be deemed to direct, induce, authorise, procure, assist, instigate, participate in, agree to or consent to any act or omission by the Customer or any Authorised User that is prohibited under these Terms of Use or Applicable Laws.
9. Third Party AI Providers
9.1. The Customer acknowledges and agrees that HKT.AI may enable access to, interoperate with, route requests to, rely on, resell, aggregate or otherwise make available the Third Party AI Services. The Company does not control and is not responsible for the acts, omissions, systems, models, training methods, retention practices, security practices, availability, accuracy, performance, policies, terms, changes or failures of any Third Party AI Providers, except to the extent expressly required by the Applicable Laws and incapable of exclusion. The Company further disclaims any responsibility for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party AI Services (including but not limited to the open source software or other third-party software, such as third-party large language models, that are included in the AI and machine learning models the Customer accesses or uses through HKT.AI and AI Services) and the Company does not warrant or endorse and do not assume and will not have any liability or responsibility to the Customer or any other person for such Third Party AI Services.
9.2. The Customer’s use of any AI Services of the Third Party AI Providers through HKT.AI may be subject to the terms and conditions, policies, usage limits, restrictions and data handling practices of those Third Party AI Providers, including, without limitation, those set out or referred to in Appendix 1, and the Customer shall comply with all such requirements. For the avoidance of doubt, Appendix 1 is provided for reference only and is not intended to contain an exhaustive list of the terms and conditions, policies, usage limits, restrictions or data handling practices that may apply. The Customer is responsible for checking whether any such terms, conditions or policies apply to the relevant AI Services and for reviewing and complying with them before accessing or using the relevant AI Services.
9.3. Without limiting Clauses 9.1 and 9.2, the Customer acknowledges and agrees that the Company does not control whether or how any Third Party AI Provider may when providing the AI Services use, store, process, retain, analyse, review, disclose, transfer, reproduce or incorporate any Customer Content, prompts, inputs, queries, files, instructions, usage data, metadata or other information for model training, finetuning, evaluation, benchmarking, safety testing, abuse monitoring, service improvement or other purposes, except to the extent expressly stated by the Company in writing. The Company makes no representation, warranty or undertaking in respect of such practices, and the Customer shall be solely responsible for reviewing the applicable third party terms, policies, settings and data handling practices before using the relevant AI Services.
9.4. Certain AI Services may include or provide access to datasets, models, applications, software components or other materials subject to separate licence terms or usage conditions. The Customer shall comply, and shall ensure that each Authorised User complies, with such separate terms in addition to these Terms of Use.
9.5. Customer acknowledges and agrees that certain service-related emails may be delivered from the Third Party AI Provider’s domain instead of the domain of the Company.
10. Prohibited and High Risk Uses
10.1. The Customer shall not, and shall procure that its Authorised Users shall not, use HKT.AI, AI Services, Credits (if applicable), Company Content or Outputs or any related functionality, or provide, submit, upload, transmit or otherwise make available through or in connection with HKT.AI, AI Services, Inputs or Outputs, for or in connection with any of the following purposes or activities:
(a) any unlawful, harmful, deceptive, discriminatory, abusive, infringing, unauthorised, high risk or otherwise improper purpose, or in any manner that is misleading or unsubstantiated, breaches any Applicable Laws, third-party rights, applicable acceptable use policies, network requirements or Internet standards or any applicable third-party provider terms, including any product-specific terms, acceptable use policies, responsible AI policies, model licence terms or usage restrictions applicable to any third-party AI model used in connection with HKT.AI or AI Services;
(b) any speculative, gambling, wagering, betting or similar activities;
(c) gaining, attempting to gain or facilitating unauthorised access to, or tampering with, disrupting, damaging, disabling, overburdening or impairing or otherwise interfering with, any systems, networks, infrastructure, services, accounts, data or technical delivery systems connected to or used in connection with HKT.AI, the AI Services or any systems of the Company or its providers, including by transmitting, introducing or enabling any malware, virus, Trojan horse, worm, logic bomb, harmful code, overload, flood, spam, phish, mailbomb or automated script that interferes with, degrades or creates an undue burden on HKT.AI or AI Services;
(d) interfering with or adversely affecting any other customers’ and/or other Authorised Users’ access to, use of, utilisation and enjoyment of HKT.AI or AI Services;
(e) probing, scanning, testing or otherwise attempting to identify, exploit, breach or circumvent any vulnerability, security measure, authentication mechanism or access control of any system, network, account or service;
(f) accessing, searching, scraping, harvesting, extracting or otherwise interacting with HKT.AI or AI Services by any means (whether automated or otherwise) other than through the Company’s published interfaces or other means expressly authorised by the Company in writing;
(g) forging, manipulating or obscuring any Transmission Control Protocol/Internet Protocol packet header, email header, message header or any part of the source-identifying information in any transmission, email, posting or communication, or using HKT.AI or AI Services to send altered, deceptive, misleading or false source identifying information;
(h) uploading, inputting, posting, transmitting, emailing or otherwise making available any software, code, file, content or material that contains, or that the Customer knows or ought reasonably to suspect contains, any virus, Trojan horse, worm, logic bomb, malware, spyware, ransomware, rootkit, keystroke logger, malicious code, damaging component or other harmful components which may impair, corrupt, damage, disable, interfere with or adversely affect HKT.AI, AI Services, any data, systems, networks, devices or services of the Company, its providers or any third party, or that may infringe, misappropriate or otherwise violate any rights, title, interest or Intellectual Property Rights of the Company or any third party;
(i) copying, storing, hosting, transmitting, sending, using, publishing, distributing, deploying or otherwise dealing with any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, ransomware or other malicious software, code or component;
(j) conducting, facilitating or permitting any systematic or automated data collection activities, including scraping, data mining, data extraction, data harvesting or similar activities, on or in relation to HKT.AI or the AI Services without the Company’s prior written consent, or accessing or otherwise interacting with HKT.AI or AI Services using any robot, spider, crawler or other automated means;
(k) using any Company Content collected, obtained, generated, accessed or stored from or through HKT.AI or AI Services for any direct marketing activity, including email, SMS, telemarketing, instant messaging, targeted advertising or direct mailing or to contact any individual or other Entity, except where the Customer has a valid lawful basis and has obtained all required consents, approvals and notices under Applicable Laws;
(l) using HKT.AI, AI Services, Outputs or any related functionality to track, monitor, profile or surveil any individual without all legally required notices, consents, authorisations and lawful bases under Applicable Laws;
(m) uploading, posting, emailing, submitting, inputting, transmitting or otherwise making available any Customer Content that violates or may violate the privacy, confidentiality, proprietary rights, Intellectual Property Rights or other rights of any person, or in respect of which the Customer does not have all necessary rights, licences, consents, authorisations and lawful bases to upload, submit, input, transmit or otherwise make available;
(n) representing or implying that the Outputs are human-generated where the Outputs were generated, in whole or in part, by artificial intelligence; or
(o) generating, requesting, using, publishing, distributing or otherwise making available any Output that promotes, enables, instructs, facilitates, meaningfully assists or is intended to result in any of the following: (i) exploitation or abuse of minors; violent extremism or terrorism; non-consensual intimate content; self-harm; hatred or hate speech; harassment, bullying, intimidation, abuse or targeted insults against any person or group; violence or the incitement of violence; sexually explicit content, including content created for the purpose of pornography or sexual gratification; fraud, scams or other deceptive conduct; or (ii) impersonation of any individual, whether living or deceased, celebrity, public figure, organisation or other entity, without clear and explicit disclosure where such impersonation is intended or likely to deceive; content or chatbots designed to impersonate any person other than the Customer or Authorised User without clearly labelling such content or chatbot as unofficial, parody, fictional or otherwise non-authentic, unless the Customer has obtained that person’s explicit consent; content or chatbots designed to specifically appeal to, simulate or present the persona of any person under the age of 18 or the minimum age required under Applicable Laws; misleading claims of expertise, authority or capability in sensitive areas, including health, finance, government services or law; misleading claims relating to governmental, democratic, electoral, civic or public health processes; or the commission of illegal activities, including by providing specific instructions, operational guidance or other actionable assistance for obtaining, producing, concealing, evading detection in relation to, or using illegal or regulated substances, goods or services, or harmful health practices;
(p) mining cryptocurrency, or attempting to derive, extract, discover, access, disclose, exfiltrate, circumvent or interfere with any model weights, model parameters, prompts, system prompts, metaprompts, training data, model architecture, source code, safety mechanisms, technical restrictions, usage limits, rate limits, API restrictions, access controls, underlying components, algorithms, systems or other non-public aspects of HKT.AI, AI Services or any third-party AI model used in connection with them, including by using prompts, queries, automated methods or other techniques to infer, reconstruct or discover any such information, or assisting, encouraging, enabling or procuring any person to do any of the foregoing;
(q) directly or indirectly use HKT.AI, AI Services, Company Content, Outputs or any related Company Content to train, fine-tune, distil, develop, improve, benchmark, evaluate, validate, support or make available any AI model, product, service, system or functionality that is similar to, substitutable for, or competes with HKT.AI, AI Services or any services, models, systems or products of the Company, its Affiliates or any Third Party AI Provider, unless expressly authorised in writing by the Company; or
(r) use, incorporate, make available, integrate or deploy HKT.AI, AI Services, Company Content, Outputs or any related functionality as part of any website, application, product, service or online experience that is directed towards, intended for, or likely to be accessed by individuals under the age of 18, unless expressly authorised in writing by the Company.
10.2. Without limiting to Clause 10.1, the Customer shall not use, and shall procure that its Authorised Users shall not use, HKT.AI, AI Services, Company Content, Outputs or any related functionality for automated decision making, profiling or other processing that produces, or is reasonably likely to produce, legal, regulatory, financial, employment-related, safety-related or similarly significant effects on any individual, or for any high-risk, restricted, sensitive or regulated use case, including employment, recruitment, credit, lending, insurance, biometric identification or categorisation, law enforcement, legal advice, financial or investment advice, regulated professional advice, safety, critical operations, critical infrastructure, surveillance, social scoring, exploitation of vulnerability persons, emotion inference in employment or education, or any other use that the Company considers, in its sole discretion, to be high risk or restricted or inappropriate, unless expressly approved by the Company in writing and subject to such additional conditions, controls, safeguards assessments and approvals as the Company may require.
10.3. Without limiting Clause 10.2, the Customer shall not use, and shall ensure that its Authorised Users shall not use, HKT.AI, AI Services, Company Content, Outputs or any related functionality for clinical purposes, as a substitute for professional medical advice, diagnosis, treatment or judgement, or in any manner that is subject to or requires clearance, approval, registration, certification or oversight by any healthcare, medical, pharmaceutical, life sciences or similar regulatory authority, unless expressly approved by the Company in writing.
11. Human Review and No Reliance
11.1. Outputs are generated by AI systems and do not represent the views, opinions, recommendations or position of the Company, its Affiliates, licensors or Third Party AI Providers, and shall not be regarded as having been verified, endorsed or approved by any of them unless expressly stated in writing. The Customer acknowledges that Outputs may be generated through the processing, transformation, combination or reformatting segmentation of Input with Company Content and other components of HKT.AI and AI Services. Accordingly, the Company does not represent, warrant or guarantee that any Output will reflect, reproduce, incorporate or give effect to any Input, instruction, prompt, preference, marketing message or intended outcome of the Customer, or will be completely, accurately or in any particular manner.
11.2. The Customer shall, and shall ensure that each Authorised User shall, independently review, verify, validate and approve all Outputs before using, publishing, disclosing, relying on or taking any action based on it.
11.3. The Customer is solely responsible for determining whether an Output is appropriate for its intended purpose and for all decisions, actions and omissions arising from or relating to its use of, or reliance on, any Output.
11.4. The Customer shall not represent that any Output has been verified, endorsed or approved by the Company unless the Company has expressly agreed otherwise in writing.
11.5. HKT.AI, AI Services and Outputs are not designed, intended or provided to satisfy, discharge or replace any legal, regulatory, professional, compliance, audit, governance, reporting or other obligation of the Customer or any Authorised User. The Customer remains solely responsible for determining, verifying and satisfying all such obligations.
11.6. Although the Company will use reasonable endeavours to maintain the Company Content, the Company does not undertake to provide support or maintenance services for the Company Content.
11.7. The Customer acknowledges that Outputs may not be unique, exclusive or specific to the Customer, and that identical or similar Outputs may be generated for other customers or users. Outputs generated for other customers or users shall not be regarded as the Customer’s Outputs merely because they are identical or similar to any Output generated for the Customer or any Authorised User.
12. Data Security and Incident Cooperation
12.1. The Company will implement reasonable technical and organisational measures that it considers appropriate for HKT.AI, taking into account the nature of the services. The Customer acknowledges that HKT.AI and AI Services may use system prompts, templates, workflows, keywords, instructions, parameters, models, agents and other components developed, selected or configured by or on behalf of the Company to process Input and generate Outputs. Such components may not be disclosed or made available to the Customer, and nothing in these Terms of Use grants the Customer any right to access, inspect, use, reproduce or obtain them. Outputs may be generated using, and may not reflect verbatim, the Customer’s Input.
12.2. The Customer shall be solely responsible for the security and confidentiality of its own systems, accounts, credentials, endpoints, configurations, integrations, Customer Content, Inputs, Output, users and downstream processing environments.
12.3. The Company does not warrant the security or confidentiality of any information or Customer Content transmitted by the Customer or to the Customer through HKT.AI or the AI Services, and the Customer accept the risk that any information or Customer Content transmitted or received through the AI Services or the AI Platform may be accessed by unauthorised third parties and/or disclosed by the Company or its officers, employees or agents to third parties purporting to be the Customer or purporting to act under the Customer’s authority. Transmissions over the Internet and electronic mail may be subject to interruption, blackout, or delay caused by internet traffic or incorrect data transmission due to the public nature of the Internet.
13. Intellectual Property Rights
13.1. As between the parties, the Company and its licensors retain all right, title, and interest, including all Intellectual Property Rights, in and to:
(a) HKT.AI, the AI Services and the Company Content;
(b) all software, source code, object code, algorithms, models, technology, interfaces, workflows, methodologies, tools, know-how, documentation, and other materials made available, developed, or used by or on behalf of the Company in connection with the AI Services;
(c) any updates, upgrades, enhancements, modifications, customizations, configurations, derivative works, and other improvements to the AI Services or documentation made by or for the Company;
(d) any aggregated, de-identified, operational, performance, diagnostic, or technical data relating to the provision, operation, support, security, or use of the AI Services, provided that such data does not identify Customer or any individual; and
(e) any residual knowledge, ideas, concepts, know-how, techniques, and experience retained in the unaided memory of the Company personnel in connection with the performance of the AI Services.
13.2. Unless otherwise permitted by Applicable Laws or consented in writing to by the Company in advance, the Customer and the Authorised Users shall not, in the Customer’s or the Authorised Users’ use of HKT.AI or AI Services, do any of the following:
(a) hold the Customer’s self out as an original equipment manufacturer (“OEM”), software-as-a-service (“SaaS”) provider, model-as-a-service (“MaaS”) provider, service provider, reseller, or distributor of the AI Services, or engage in any OEM, SaaS, MaaS (or service bureau), time-sharing, outsourcing, application service provider, reseller or other distribution arrangements or activities in connection with the AI Services; or
(b) represent or imply that the AI Services were developed, owned by, or proprietary to the Customer or any other third party, or hold the Customer’s self or any other third party out as the developer, owner or proprietor of the AI Services.
13.3. The Customer shall not, without the Company’s prior written consent:
(a) use any trade marks, service marks, trade names, domain names, website names, other significant brand features or specific descriptions which will allow a third party to identify the Company, its Affiliates and/or HKT.AI (“Proprietary Markings”) belonging to the Company and/or its Affiliates;
(b) display, use, apply for registration of trade marks, apply to register any of the Proprietary Markings as domain names (whether in itself or in combination with any other elements), or represent to any other persons, whether expressly or impliedly, that the Customer have the right to display, use or to otherwise dispose of the Proprietary Markings;
(c) modify, alter, remove, delete or destroy any the Proprietary Markings or proprietary legends placed upon or contained within HKT.AI, the AI Services or any related materials or any documentation; or
(d) take any action which would cause HKT.AI and/or AI Services or any part thereof to be placed in the public domain or to become open-source software or permit any third party to do so.
14. Logs, Audit and Metadata
14.1. The Customer acknowledges that the Company may collect, generate, process, retain and use logs, prompts, queries, Customer Content, Inputs, Outputs, usage records, account information, technical data, metadata, diagnostic data, billing data and security data relating to the Customer Account, the Customer’s use of HKT.AI and AI Services for the purposes of providing, operating, administering, securing, monitoring, troubleshooting, improving, enforcing, billing for and auditing HKT.AI and related services, and for complying with legal, regulatory, contractual and internal governance requirements. The Company may retain such records for such period as it reasonably considers necessary or as otherwise required or permitted by the Applicable Laws, internal policies, third party provider (including but not limited to the Third Party AI Providers) requirements or operational needs.
14.2. The Customer acknowledges that the Company may, but shall not be obliged to, monitor, access, examine, screen, remove any activity, content or material on HKT.AI and/or through the AI Services, including anything uploaded, posted, emailed or otherwise transmitted by a Customer. The Company may, in its sole discretion, investigate any actual or suspected breach of these Terms of Use, and for that purpose, may:
(e) request any information or data from the relevant Customer in connection with the Customer’s use of the AI Services and/or access of HKT.AI;
(f) report any activity suspected to violate any Applicable Laws to the appropriate authorities and cooperate with such authorities; and
(g) exercise its rights under Clause 14 if the Customer fails to provide the requested information or data, or provides, or is reasonably suspected of providing, inaccurate, misleading or fraudulent information or data.
14.3. The Customer further acknowledges that the Company may remove any Customer Content or Output where the applicable storage period and the storage limit allotted to such Customer has been exceeded.
14.4. The Customer acknowledges and agrees that HKT.AI may, but is not obliged to, in the Customer Account provide, enable, maintain, display, retrieve, export, delete or otherwise make available any history function or similar feature relating to prompts, queries, instructions, Customer Content, Output, files, conversations, usage records, timestamps, user activity, account activity or other interaction records generated through or in connection with HKT.AI or AI Services. The availability, scope, retention period, visibility, exportability, deletion capability and functionality of any history records may be variable, incomplete, subject to technical limitations, affected by the Third Party AI Providers, and changed, suspended, disabled, restricted, deleted or discontinued by the Company at any time without liability. The Customer shall be solely responsible for managing any such history records made available under the Customer Account, including their retention, deletion, export and access control. The Customer shall determine and apply appropriate retention periods to any Personal Data contained in prompts, files, conversation histories, Outputs or other records under its control and delete of it when it is no longer necessary for the purpose for which it is or is to be used. To the maximum extent permitted by Applicable Laws, the Company shall not be liable for any access to, reliance on, disclosure, loss, retention, deletion, modification, unavailability, incompleteness, unauthorised use or downstream processing of any history records arising from or relating to the Customer’s or any Authorised User’s use, configuration, sharing, export, deletion or failure to delete such records. The Company urges the Customer and the Authorised User to keep backup copies of Customer Content the Customer inputs into HKT.AI.
14.5. The Company reserves its right to access, read, preserve and disclose any information (including the Customer’s identity) where the Company reasonably believes that such access, preservation or disclosure is necessary to:
(a) comply with any Applicable Laws, regulation, legal process, court order or request of any governmental or regulatory authority;
(b) respond to user support requests; or
(c) give effect to any investigation or action taken under Clause 14.2 or Clause 13.
15. Suspension, Restriction and Removal Rights
15.1. The Company may, without liability, suspend, restrict, throttle, disable, remove, block or refuse any Customer’s or Authorised User’s access to or use of HKT.AI, any AI Services, Company Content, Output, Credits or Customer Account if the Company reasonably considers that such action is necessary:
(a) in connection with any actual or suspected breach of these Terms of Use or Applicable Laws;
(b) to prevent, mitigate or respond to any unlawful, harmful, abusive, excessive, high risk, insecure or unauthorised use, security incident, cyber threat, system vulnerability, data breach or operational disruption;
(c) to protect the integrity, security, availability or performance of HKT.AI, any AI Services or any related system, network or infrastructure;
(d) to comply with Applicable Laws, legal process, court order, regulatory requirement or request of any governmental or regulatory authority; or
(e) to comply with any requirement, restriction, suspension or withdrawal imposed by any Third Party AI Provider.
For the avoidable of doubt, the Company may also restrict access to, or remove any Customer Content or material where reasonably necessary for any of the purposes set out above.
15.2. The Company may, without liability, suspend, restrict, throttle, disable, remove, block or refuse any Customer’s or Authorised User’s access to or use of HKT.AI, any AI Services, Company Content, Output, Credits or Customer Account immediately if:
(a) Customer’s or Authorised User’s use exceeds applicable limits or authorised scope;
(b) Customer’s or Authorised User’s use disrupts, threatens, or creates a security, integrity, availability, or other material risk to HKT.AI, the AI Services, the Company, Third Party AI Provider or any other customer, vendor, or third party; or
(c) Customer fails to pay any fees when due.
15.3. Customer remains responsible for all fees and charges incurred during the period of suspension and shall not be entitled to any reductions in such fees and charges or service credits for the period of suspension.
16. Termination
16.1. The Company may terminate the Customer’s or any of its Authorised Users’ access to or use of HKT.AI, AI Services or Credits for convenience by giving the Customer at least thirty (30) days’ prior written notice.
16.2. The Company may terminate the Customer’s or any of its Authorised Users’ access to or use of HKT.AI, AI Services or Credits immediately upon serving written notice of termination on the Customer if:
(a) the Customer or any of its Authorised Users commits an irremediable material breach of these Terms of Use;
(b) in the case of a Customer that is an Entity that Customer becomes or there is evidence to show that the Customer is likely to become insolvent or bankrupt, subject to a winding up proceeding, has a receiver appointed, is dissolved or in the process of dissolution, makes any arrangement for the benefit of creditors, or initiates or becomes or there is evidence to show that the Customer is likely to become subject to any other form of insolvency proceeding;
(c) in the case of a Customer that is an individual, the Customer becomes bankrupt or appear likely to be or the Customer dies;
(d) Applicable Law bars the Company from making available HKT.AI, providing the AI Services or Credits or performing its obligations hereunder;
(e) a Force Majeure Event prevents the Company’s making available HKT.AI, providing the AI Services or Credits or performing or performing any of its obligations continuously for more than thirty (30) calendar days.
16.3. The Company may also suspend or terminate the Customer’s or any of its Authorised Users’ access to or use of HKT.AI, AI Services or Credits immediately upon written notice if:
(a) continued making available HKT.AI or the continued provision of the relevant AI Service or Credits would create a material legal, regulatory, security, or compliance risk;
(b) the Customer’s or its Authorised User’s use of the Services materially disrupts, threatens, or compromises the security, integrity, or availability of HKT.AI or any of the AI Services; or
(c) the Customer fails to pay undisputed fees when due and do not cure such failure within the applicable notice period, if any.
16.4. Upon termination of the Customer’s or any of its Authorised Users’ access to or use of HKT.AI, AI Services or Credits:
(a) the Customer’s right to access and use HKT.AI, the AI Services and Credits will cease as of the effective date of termination;
(b) the Customer shall remain responsible for all fees and other amounts accrued or payable up to the effective date of termination, including but not limited to any minimum commitment amounts or early termination penalty;
(c) each party shall, upon the other party’s written request, return or securely destroy the other party’s confidential information in its possession or control, unless retention is required by Applicable Laws or reasonably necessary for compliance, audit, or recordkeeping purposes; and
(d) the termination shall not affect any accrued rights, remedies, payment obligations, or provisions that are intended by their nature to survive termination.
17. Customer Indemnity
17.1. Without prejudice to the foregoing, the Customer shall indemnify, defend and hold harmless the Company, its Affiliates, officers, employees, agents, subcontractors and Third Party AI Providers from and against all losses, liabilities, damages, costs, expenses, fines, penalties, claims, demands, actions and proceedings arising out of or in connection with (a) the Customer Content, the Customer’s or any Authorised User’s use of HKT.AI, AI Services or Credits; (b) any breach of these Terms of Use; (c) any breach of Data Protection Laws or other Applicable Laws; (d) any infringement or alleged infringement of third party rights (including but not limited to the Intellectual Property Rights); (e) any unlawful, unauthorised, high risk or prohibited use; (f) any failure to obtain necessary notices, consents, licences, permissions, authorisations or lawful bases; (g) any reliance on, publication, disclosure or downstream use of any Output; or (h) any claim (or cause of action, in contract (including a breach of representation or warranty), in tort (including misrepresentation or negligence) or under statue) or complaint by any person in connection with the Customer's products, services, coupons or promotions).
18. Exclusions and Limitation of Liability
18.1. The Company shall not, to the extent permissible by Applicable Laws, be liable to the Customer for any losses howsoever caused (regardless of the form of action) arising directly or indirectly from:
(a) any access, use and/or inability to use HKT.AI or the AI Services (including but not limited to any provision of Input);
(b) the Customer’s access to, reliance on or use of any data or information made available through HKT.AI or the AI Services (including but not limited to the Output), which should first be independently verified;
(c) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or bugs, other malicious, destructive or corrupting code, agent, program or macros or other damaging or harmful components;
(d) any event(s) beyond the Company’s reasonable control; and
(e) any loss or corruption of any data, database or software.
18.2. To the maximum extent permitted by Applicable Laws, neither the Company nor any of the Company’s Affiliates or licensors shall be liable for any indirect, consequential, special, punitive, exemplary, incidental, economic or collateral loss, loss of profits, revenue, business, goodwill, opportunity, anticipated savings, data, use or reputation, business interruption, regulatory penalty, compliance cost, remediation cost, replacement service cost or similar loss arising from or relating to HKT.AI, AI Services, Inputs, Outputs, Credits, Company Content, Third Party AI Providers, system unavailability, LLM Models or model behaviour, inaccurate or unsuitable Outputs, data loss, unauthorised access, customer misuse or any decision made by the Customer or any third party.
18.3. The Company’s aggregate liability arising out of or relating to HKT.AI, AI Services, Output, Credits or these Terms of Use shall be limited to an amount equal to the total amount of payments received by the Company from the Customer for its prevailing agreement regarding the use of HKT.AI.
19. Force Majeure
19.1. Notwithstanding any other provision of these Terms of Use, the Company shall not be liable for any delay and/or failure to fulfil an obligation under these Terms of Use if such a fulfilment is delayed, prevented, restricted or interfered with for any reason as a result of a Force Majeure Event provided that the Company has used its reasonable endeavours to mitigate the effect of the Force Majeure Event and to carry out its obligations under these Terms of Use in any other way reasonably practicable.
20. Export Control and Sanction
20.1. The Customer represents and warrants that neither the Customer, nor any Authorised User, is prohibited or restricted from receiving or obtaining the equipment, software, or technology supplied under HKT.AI and AI Services, under any applicable export laws and regulations (“Export Laws”). The Customer further represents and warrants that neither the Customer, nor any Authorised User is subject to, or directly or indirectly owned by one or more parties (not less than 50% ownership in aggregate) subject to any sanctions administered by the US Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or any other government agency, or any supranational organization (collectively, “Sanctions Lists”). Furthermore, the Customer represents and warrants that neither the Customer, nor any Authorised User, is located, organized, or residing in any country or territory that is, or whose government currently is, the target of comprehensive sanctions imposed by OFAC (currently Cuba, Iran, North Korea, Syria, the following disputed regions of Ukraine: Crimea, the Donetsk People's Republic, and the Luhansk People's Republic, collectively “Comprehensively Sanctioned Countries”. This list is subject to change without prior notice, and the obligations herein apply to any such changes that may occur). In no event shall the Company be held liable for failing to supply the Goods due to the prohibitions or restrictions related to Export Laws, Sanctions Lists, and/or Comprehensively Sanctioned Countries. The Customer will indemnify the Company and will hold the Company harmless from and against any liability, loss, damage or expenses (including reasonable attorney’s fees) that the Company may incur by reason of any claim, suit, or proceeding arising from breach of these warranties.
21. Severability
21.1. If at any time any provision of these Terms of Use shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of these Terms of Use shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from these Terms of Use.
22. Survival
22.1. These Terms of Use shall survive expiry or termination of the Customer’s access to or use of HKT.AI, AI Services or Credits.
23. Cumulative rights and remedies
23.1. Unless otherwise provided, the provisions of these Terms of Use and the Company’s rights and remedies under them are cumulative and are without prejudice and in addition to any rights or remedies the Company may have in law or in equity, and no exercise by the Company of any one right or remedy under these Terms of Use, or at law or in equity, shall operate so as to hinder or prevent the Company’s exercise of any other such right or remedy.
24. No waiver
24.1. The Company’s failure to enforce these Terms of Use shall not constitute a waiver of these terms, and such failure shall not affect the Company’s right later to enforce these Terms of Use. Where the Customer breaches these Terms of Use, the Company would still be entitled to use its rights and remedies in any other situation.
25. Amendments
25.1. These Terms of Use may be amended by the Company from time to time.
25.2. Unless otherwise specified by the Company, such amendments shall take effect upon publication on HKT.AI, notification to the Customer, or such other effective date specified by the Company. The Customer’s or any Authorised User’s continued access to or use of HKT.AI, AI Services, Credits or Outputs after the effective date of any amendment shall constitute acceptance of the amended terms.
26. Rights of Third Parties
26.1. Save for the Affiliates of the Company, no other person who is not a party to these Terms of Use has any right under Contracts (Rights of Third Parties) Ordinance (Cap. 623) of Hong Kong to enforce any term and/or benefit of these Terms of Use.
27. Subcontracting and Assignment
27.1 The Company is entitled to at any time (with or without notice) assign, novate, sub-contract, transfer or otherwise dispose of any or all of its rights, duties and/or obligations under these Terms of Use to a third party or appoint subcontractors or other third parties to perform any or all of the Company's duties or obligations, or exercise any of the Company's rights, under these Terms of Use.
28. Injunctive Relief
28.1. The Company may seek immediate injunctive relief if it determines in good faith that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy.
29. Binding and conclusive
29.1. The Customer acknowledges and agrees that any records (including records of any telephone conversations relating to the Services, if any) maintained by the Company or the service providers (including but not limited to the Third Party AI Providers) relating to or in connection with HKT.AI, AI Services shall be binding and conclusive on the Customer for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between the Customer and the Company. The Customer hereby agrees that all such records are admissible in evidence and that the Customer shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of the Customer’s rights, if any, to so object.
30. Governing Law and Jurisdiction
30.1. These Terms of Use and any noncontractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Hong Kong.
30.2. The Company and the Customer irrevocably agree that the courts of Hong Kong shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms of Use.
31. English Version Prevails
31.1. In the event of any inconsistency, conflict, ambiguity or discrepancy between the English version and any translated version of these Terms of Use, the English version shall prevail to the extent of such inconsistency, conflict, ambiguity or discrepancy.
Issued by: AI Hub HKT Limited
Version date: 22 October 2026