Terms of Service
1.Introduction and Scope
1.1 These Terms of Service ("Terms") govern your access to and use of the websites, portals and services made available under the name "COOTOKENS" (the "Platform").
1.2 The Platform is operated by [ENTITY NAME], a company incorporated under the laws of the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong, China"), with its registered office at [ADDRESS] ("COOTOKENS", "we", "us" or "our").
1.3 By registering an account, accessing the Platform or using the Services, you ("Customer", "you") agree to be bound by these Terms. If you do not agree, you must not use the Services.
2.The Services
2.1 COOTOKENS provides compute capacity sourcing and delivery services. Acting as an agent and integrator, we arrange, procure and deliver access to computing capacity ("Capacity") operated by licensed cloud service providers and third-party data centre operators ("Upstream Providers"), together with related technical and administrative services.
2.2 COOTOKENS does not manufacture, sell, transfer or take title to any graphics processing unit, accelerator, server or other hardware, and no item of hardware is shipped, delivered or transferred to you under these Terms. All Capacity is delivered as a service by remote access.
2.3 Related services may include, as agreed in the applicable Order Form or Service Schedule: deployment and configuration, model optimisation and quantisation advisory, monitoring, capacity planning, consolidated billing and settlement, and compliance documentation support.
2.4 Capacity is delivered to, and used from, locations outside mainland China. Data, model inputs and inference requests transmitted through the Platform are not stored in, or routed through, mainland China. Any service intended for a user located in mainland China is provided only through official cross-border data channels designated by the competent authorities of the People's Republic of China, and under separate terms.
3.Eligibility and Registration
3.1 The Services are available only to legal entities and professional users acting in the course of business. Consumers and persons under the age of majority are not eligible.
3.2 To register, you must provide complete and accurate information, including: (a) your legal name, registration number, jurisdiction of incorporation and registered address; (b) the identity of your Ultimate Parent Company and of each beneficial owner holding, directly or indirectly, 25% or more of your equity or voting rights; (c) the jurisdiction in which your Ultimate Parent Company has its headquarters; (d) your intended use cases, applications and end users; and (e) such other information as we reasonably require to verify identity, ownership and end use.
3.3 "Ultimate Parent Company" means the highest-level entity in your ownership chain that is not controlled by another entity.
3.4 You must notify us in writing within five (5) business days of any change to the information provided under clause 3.2, including any change in your Ultimate Parent Company, beneficial ownership or intended end use.
3.5 We screen all applicants, and periodically screen existing Customers, against applicable restricted-party, sanctions and export-control lists, and we perform ownership and end-use due diligence. We may refuse registration, decline any order, or terminate the Services where screening results or due diligence so require, without liability to you.
4.Customer Obligations
4.1 You represent and warrant that all information you provide is true, accurate, complete and not misleading.
4.2 You must use the Services only for lawful purposes, in compliance with all applicable laws, including export control, sanctions and data protection laws, and in accordance with the Acceptable Use Policy.
4.3 You must not, and must not permit any end user or third party to: (a) conceal or misrepresent your identity, ownership, Ultimate Parent Company or end use; (b) provide, transfer or resell access to the Capacity to any person that is the subject of sanctions or that is otherwise prohibited; (c) use the Services to circumvent any export control, sanctions or other legal restriction; or (d) take any action prohibited under the Acceptable Use Policy or the Export Compliance Statement.
4.4 You must maintain records of your end users, use cases and locations as reasonably required for compliance purposes, and make them available to us on request.
5.Acceptable Use
5.1 Your use of the Services is subject to the Acceptable Use Policy, which forms an integral part of these Terms. Any breach of the Acceptable Use Policy is a material breach of these Terms.
6.Fees, Billing and Payment
6.1 Fees are set out in the applicable Order Form or Service Schedule. Unless otherwise stated, fees are quoted and payable in the currency specified in the Order Form.
6.2 Commercial terms are agreed on an annual cooperation framework basis. The scope of services, capacity commitment and delivery arrangements are determined by the parties in writing for each engagement.
6.3 Fees are exclusive of applicable taxes, which are your responsibility.
6.4 Invoices are payable within [30] days of the invoice date. We may suspend the Services for overdue amounts.
6.5 Amounts paid are non-refundable except as expressly provided in these Terms, including clause 16 (Regulatory Events).
7.Service Levels and Support
7.1 Any service level commitments, availability targets and support arrangements applicable to your engagement are set out in the applicable Service Schedule. In the absence of an agreed Service Schedule, the Services are provided on a reasonable-efforts basis without any specific service level commitment.
7.2 Capacity availability may be affected by factors outside our control, including Upstream Provider operations, network conditions and regulatory action.
8.Term, Suspension and Termination
8.1 These Terms apply for as long as you maintain an account or use the Services.
8.2 We may suspend or terminate your access immediately, and without liability, if: (a) you breach these Terms, the Acceptable Use Policy or the Export Compliance Statement; (b) we are required to do so by law, regulation, court order or a competent authority, or to comply with requirements of an Upstream Provider; (c) continued provision would, in our reasonable assessment, expose us or any Upstream Provider to a risk of non-compliance; or (d) screening or due diligence cannot be satisfactorily completed.
8.3 You may terminate your engagement on the notice period stated in the applicable Order Form.
8.4 On termination we will, to the extent technically feasible and lawfully permitted, provide a reasonable transition period for you to migrate your workloads and data, and we will settle outstanding amounts in good faith.
8.5 Clauses that by their nature should survive termination (including payment, confidentiality, intellectual property, liability, indemnity and governing law) survive termination.
9.Export Control, Sanctions and Regulatory Cooperation
9.1 You acknowledge that the Services are subject to export control and sanctions laws, including the laws of the United States, the People's Republic of China and any other applicable jurisdiction, and to the requirements of the Export Compliance Statement.
9.2 You must cooperate with any audit, inquiry, verification or record-keeping request we make for compliance purposes, and must provide prompt and accurate responses.
9.3 We may, at any time, suspend or terminate the Services, or refuse an order, where required by an applicable regulatory change or by an instruction of a competent authority.
9.4 We maintain access logs and compliance records, and may disclose them to competent authorities where legally required.
10.Data Protection
10.1 Our handling of personal data is described in the Privacy Policy, which forms part of these Terms.
10.2 As between you and us, you are the controller of any personal data contained in the data you process using the Capacity, and we act as your processor to the extent we process such data. We are the controller of account, billing and compliance data relating to you.
10.3 Unless expressly agreed in writing and permitted by law, no data you process using the Services is stored in or routed through mainland China.
11.Confidentiality
11.1 Each party will keep confidential the other party's confidential information, use it only to perform these Terms, and disclose it only to personnel and advisers who need to know it, or as required by law.
12.Intellectual Property
12.1 We and our licensors own all rights in the Platform, our software, our documentation and our trade marks.
12.2 You retain all rights in your data, models and content. You grant us a limited licence to process them solely to provide the Services.
13.Representations and Warranties
13.1 Each party represents that it has the authority to enter into these Terms.
13.2 Except as expressly stated, the Services are provided "as is", and we disclaim all implied warranties to the maximum extent permitted by law, including fitness for a particular purpose and uninterrupted availability.
14.Limitation of Liability
14.1 To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages, or for loss of profits, revenue, data or goodwill.
14.2 Subject to clause 14.3, our total aggregate liability is limited to the fees paid or payable by you in the [twelve (12)] months preceding the event giving rise to the claim.
14.3 Nothing limits liability that cannot lawfully be limited, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence.
15.Indemnification
15.1 You will indemnify us against claims, losses and costs arising from your breach of these Terms, the Acceptable Use Policy or the Export Compliance Statement, your unlawful use of the Services, or any misrepresentation you make.
15.2 We will indemnify you against third-party claims that the Platform infringes intellectual property rights, subject to the conditions stated in the applicable Order Form.
16.Regulatory Events and Force Majeure
16.1 A "Regulatory Event" means any change in law, regulation, guidance or authority action that affects the lawfulness or feasibility of providing the Services.
16.2 The parties acknowledge that a Regulatory Event is not an event of force majeure. Where a Regulatory Event occurs, we may suspend or terminate the affected Services with prompt notice, and we will use reasonable efforts to provide a transition period and to settle accounts in good faith.
16.3 Force majeure events, such as natural disasters, war or network outages not caused by a party, excuse performance to the extent affected.
17.Governing Law and Dispute Resolution
17.1 These Terms are governed by the laws of the Hong Kong Special Administrative Region of the People's Republic of China.
17.2 Disputes are finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under its rules, with the seat of arbitration in Hong Kong, in [English], before [one] arbitrator.
18.Changes to These Terms
18.1 We may amend these Terms and will post the updated version with a new effective date. Where a change is required by law or regulation, it may take effect immediately or on the date so required.
18.2 Continued use of the Services after the effective date constitutes acceptance of the amended Terms.
19.General
19.1 Notices must be in writing and sent to the addresses stated in the Order Form or, for us, to legal@cootokens.com.
19.2 Neither party may assign these Terms without the other's written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
19.3 If any provision is held invalid, the remaining provisions continue in effect.
19.4 These Terms, the Acceptable Use Policy, the Export Compliance Statement, the Privacy Policy and the applicable Order Forms constitute the entire agreement between the parties.
19.5 This English version is the operative version; any translation is for convenience only.