Terms and Conditions

Welcome to Zeemo, the AI video caption and subtitling application (the“Application”).

These terms of service (the “Terms”) as amended from time to time govern the relationship and serve as an agreement between you (the “User”, or collectively “Users”) and Bluepulse Limited (the “Company”, “we”, or “us”) and set forth the terms and conditions by which you may access and use the Application from zeemo.ai (the “Site”) and our related services, products and content (collectively, the “Services”). For purposes of these Terms, “you” and “your” means you as the user of the Services. The Terms form a legally binding agreement between you and the Company. Please take time to read them carefully.

CONDUCT RESTRICTIONS

The following actions are strictly prohibited,

• 1.

  Accessing and using the Services not complying to these Terms;

• 2.

  Attempting to, deciphering, modifying, adapting, translating, reverse engineering, or creating any derivative works based on the Services, including any files, tables or documentation (or any portion thereof) or determining or attempting to determine any source code, algorithms, methods or techniques embodied by the Services or any derivative works thereof;

• 3.

  Removing any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;

• 4.

  Distributing, licensing, transferring, or selling, in whole or in part, any of the Services or any derivative works thereof;

• 5.

  Marketing, renting or leasing the Services for a fee or charge, or use the Services to advertise or perform any commercial solicitation;

• 6.

  Interfering with or attempt to interfere with the proper working of the Application and Services, disrupting the website or any networks connected to the Services, or bypassing any measures we may use to prevent or restrict access to the Services;

• 7.

  Using this Application or the technical infrastructure in an abusive, excessive or otherwise inappropriate way (for example: for spamming purposes);

• 8.

  Incorporating the Services or any portion thereof into any other program or product;

• 9.

  Impersonating any person or entity or otherwise misrepresenting your affiliation;

• 10.

  Using automated scripts to collect information from or otherwise interact with the Services;

• 11.

  Using the Services to upload, transmit, distribute, store or otherwise making available in any way files that contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;

• 12.

  Using the Services in a manner that violates or infringes on someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual property right;

• 13.

  Using the Services to bully, harass, intimidate, or defame other users; or

• 14.

  Promoting activity that may endanger the Users life or the life of any other User or lead to physical harm. This includes but is not limited to suicide threats or instigations, intentional physical trauma, the use of illegal drugs, or excessive drinking. Under no circumstance is any User allowed to post any content promoting and/or encouraging and/or showing any self-destructive or violent behavior on the Site or with this Application;

• 15.

  Engaging in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in our sole judgment, exposing us or any of our users, affiliates, or any other third party to any liability, damages, or detriment of any type.

• 16.

  Misappropriating any account in use by another User;

• 17.

  Harvesting or collecting any personally identifying information of other Users including but not limited to their email addresses or contact information, by circumventing the privacy setting of other Users accounts on this Application or by any other means;

• 18.

  Using any information relating to other Users, including personal or contact data, for purposes other than those this Application is intended for;

The Company reserves the right to suspend or terminate the User's account at any time and without notice at the Company’s sole discretion if we deem the above mentioned actions. Violations of system or network security may result in civil or criminal liability. The Company reserves all rights to take actions for the purpose of maintaining a healthy environment to our users, including but not limited to legal actions that may involve law enforcement authorities.

TERMS OF USE

By accessing or using our Services, you confirm that you accept these Terms. Your access to and use of our Services is also subject to our Privacy Policy, the terms of which can be found on the Site.

The Services are only available for individuals 13 years old and over. In addition, if you are under 18 years old or the applicable age of majority in the jurisdiction you reside in, you confirm that your parent or legal guardian consents to your access or use of the Services. Please be sure your parent or legal guardian has reviewed and discussed these Terms with you.

If you are accessing or using the Services on behalf of a business or entity, then (a) “you” and “your” includes you and that business or entity, (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the business or entity to these Terms, and that you agree to these Terms on behalf of the business or entity, and (c) your business or entity is legally and financially responsible for your access or use of the Services as well as for the access or use of your account by others affiliated with your business or entity, including any employees, agents or contractors.

1. Account Registration

To use the Service Users may create a User account, providing all required data or information in a complete and truthful manner.

Users are responsible for keeping their login information confidential and safe. Users are also required to choose passwords that meet the highest standards of strength permitted by this Application.

By registering, Users agree to be fully responsible for all activities that occur under their username and password.Users are required to immediately and unambiguously inform the Company via the contact details indicated in this document, if they think their personal information, including but not limited to User accounts, access credentials or personal data, have been violated, unduly disclosed or stolen.

2. Account Termination

Users can terminate their account by directly contacting the Company at the contact details provided in this document.

3. Intellectual Property Rights

The Services are protected under the laws of copyright, patent, trademarks and other intellectual property rights of the countries where Services are available. All copyrights in the Services are owned by us or our third-party licensors to the full extent permitted under all applicable laws. Consistent with the other terms in this document, you may not publish, reproduce, distribute, display, perform, edit, adapt, modify, or otherwise exploit any part of the Services without our written consent.

The Company respects intellectual property rights and require you to do the same. As a condition of your access to and use of the Services, you agree not to infringe on any intellectual property rights by accessing or using the Services or any content therein for any commercial or unauthorized purposes. The Company reserves the right, with or without notice, at any time and in our sole discretion to block access to the Services, including without limitation for any user who infringes or is alleged to infringe any intellectual property rights or proprietary rights.

4. Company’s Content

All content, software, images, text, graphics, illustrations, logos, stickers, filters, patents, trademarks, service marks, copyrights, photographs, audio, videos, music on the Services, and all intellectual property rights related thereto, except those uploaded by the Users, are either owned or licensed by the Company (“Company’s Content). Use of the Company’s Content or materials on the Services for any purpose not expressly permitted by these Terms is strictly prohibited. The Company’s Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent.

Subject to the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sub licensable, revocable license to access and use the Services, including to access the Company’s Content solely for your personal and non-commercial use of the Services and solely in compliance with these Terms. The Company reserves all rights not expressly granted herein in the Services and the Company’s Content. You acknowledge and agree that the Company may terminate this license at any time for any reason or no reason.

The Company makes no representations, warranties or guarantees, whether express or implied, that any Company’s Content is accurate, complete or up to date. Where our Services may contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

The Company undertakes its utmost effort to ensure that the content provided on this Site infringes no applicable legal provisions or third-party rights. However, it may not always be possible to achieve such a result.

In such cases, Users are kindly asked to preferably report related complaints using the contact details provided in this document.

5. Content Provided By Users

The Service allows Users to upload, share or provide your own content to this Application. By providing content to this Application, Users confirm that you are legally allowed to do so and that you are not infringing any statutory provisions and/or third-party rights.

Users acknowledge and accept that by providing your own content on this Application you grant us a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sub-licensable license to access, use, host, cache, reproduce, transmit, and display your content in connection with the use of the Services solely for the operation and maintenance of this Application as contractually required.

Users are solely liable for any content you upload, post, share, or provide through this Application. Users acknowledge and accept that the Company does not filter or moderate such content unless as required to perform the work contractually bound by the Terms. However, the Company reserves the right to remove, delete, block or rectify such content at its own discretion and to, without prior notice, deny the uploading User access to this Application:

• 1.

  if any complaint based on such content is received;

• 2.

  if a notice of infringement of intellectual property rights is received;

• 3.

  upon order of a public authority;

• 4.

  where the Company is made aware that the content, while being accessible via this Application, may represent a risk for Users, third parties and/or the availability of the Service.

The removal, deletion, blocking or rectification of content shall not entitle Users that have provided such content or that are liable for it, to any claims for compensation, damages or reimbursement.

Users agree to hold the Company harmless from and against any claim asserted and/or damage suffered due to content they provided to or provided through this Application.

6. Machine Learning

The Application shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (“Usage Data”). The Service may be implemented using machine learning systems with features and implementations designed to generate statistics, calibrate data models, and improve algorithms in the course of processing contends provided by users and Usage Data (“Machine Learning”). Nothing in these Terms prohibits Company from using such Machine Learning for testing, tuning, optimizing, validating, or otherwise enhancing the analytics, models, or algorithms underlying the Service. Nothing in these Terms gives you any rights in or to any part of the Service or the Machine Learning generated by Company or the Machine Learning generated in the course of providing the Service.

PAYMENT TERMS

The Service may require you to pay fees. Before you pay any fees, you will have the opportunity to review and accept the fees that you will be charged. Fees are in the currencies as listed and are non-refundable.

Prices, descriptions or availability of Products are outlined in the respective sections of this Application and are subject to change without notice. We encourage you to check our website periodically for current pricing information. We may change the fees for any feature of the Service, including additional fees or charges. The Company may make promotional offers with different features and different pricing to any of our users. These promotional offers, unless made to you, will not apply to your offer or these Terms.

While Products on this Application are presented with the greatest accuracy technically possible, representation on this Application through any means (including, as the case may be, graphic material, images, colors, sounds) is for reference only and implies no warranty as to the characteristics of the purchased Product.

The submission of an order determines contract conclusion and therefore creates for the User the obligation to pay the price, taxes and possible further fees and expenses, as specified on the order page.

In case the purchased Product requires active input from the User, such as the provision of personal information or data, specifications or special wishes, the order submission creates an obligation for the User to cooperate accordingly.

Users are informed during the purchasing process and before order submission, about any fees, taxes and costs that they will be charged.

All payments are independently processed through third-party services. If you pay any fees with a credit card, the Company or its third party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. This Application does not collect any payment information such as credit card details but only receives a notification once the payment has been successfully completed.

INDEMNIFICATION

The User agrees to indemnify and hold the Company and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners and employees harmless from and against any claim or demand including but not limited to lawyer's fees and costs made by any third party due to or in relation with any culpable use of or connection to the Service, violation of these Terms, infringement of any third-party rights or statutory provision by the User or its affiliates, officers, directors, agents, co-branders, partners and employees to the extent allowed by applicable law.

EXCLUSION OF WARRANTS

The services are provided “as is” and we make no warranty or representation of any kind, either express or implied, to you with respect to them. in particular we do not represent or warrant to you that:

• 1.

  Your use of the services will meet your requirements;

• 2.

  Your use of the services will be uninterrupted, timely, secure or free from error;

• 3.

  Any information obtained by you as a result of your use of the services will be accurate or reliable; or

• 4.

  Defects in the operation or functionality of any software provided to you as part of the services will be corrected.

No conditions, warranties or other terms (including any implied terms or warranties as to satisfactory quality, merchantability, fitness for purpose, conformance with description, non-infringement, or other violation of rights) apply to the Services except to the extent that they are expressly set out in the terms. We may change, suspend, withdraw or restrict the availability of all or any part of the Site for business and operational reasons at any time without notice.

LIMITATION OF LIABILITY

Subject to the paragraph above, we shall not be liable to you for:

• 1.

  (i) Any loss of profit (whether incurred directly or indirectly); (ii) any loss of goodwill; (iii) any loss of opportunity; (iv) any loss, misuse, manipulation or other utilization of data suffered by you or computer virus; or (v) any indirect, special, incidental, consequential or punitive damages whatsoever which may be incurred by you. Further, any other loss will be limited to Fifty US dollars (USD $50) or the equivalent amount in your local currency.

• 2.

  Any loss or damage which may be incurred by you as a result of:

• 1.

  Any changes which we may make to the services, or for any permanent or temporary cessation in the provision of the services (or any features within the services);

• 2.

  The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the services.

These limitations on our liability to you shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, therefore the above limitations or exclusions may not apply to User. The terms give User specific legal rights, and User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law.

You are responsible for any mobile charges that may apply to your use of our service, including text-messaging and data charges. If you’re unsure what those charges may be, you should ask your service provider before using the service.

COMMON PROVISIONS

• 1.

  Applicable Law and Jurisdiction. These Terms, their subject matter and their formation, are governed by the laws of People’s Republic of China, unless otherwise presided by the specific jurisdiction the user resides in. Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity or termination of these Terms, shall be referred to and finally resolved by arbitration administered by the Shanghai International Arbitration Centre (SHIAC) in accordance with the Arbitration Rules of SHIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be in Shanghai and the language of arbitral proceedings shall be in the Chinese language, and the arbitral award is final and binding upon both parties.

• 2.

  Open Source. The Application may contain certain open source software. Each item of open source software is subject to its own applicable license terms.

• 3.

  Entire Agreement.These Terms constitute the whole legal agreement between you and the Company and govern your use of the Services, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company.

• 4.

  No Waiver.Our failure to enforce any provisions of these Terms or respond to a violation by any party does not waive our right to subsequently enforce any terms or conditions of the Terms or respond to any violations. Nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use.

• 5.

  Security.We do not guarantee that our Services will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programs and platform to access our Services. You should use your own virus protection software.

• 6.

  Service Interruption. To ensure the best possible service level, the Company reserves the right to interrupt the Service for maintenance, system updates or any other changes, informing the Users appropriately. Within the limits of law, the Company may also decide to suspend or terminate the Service altogether. If the Service is terminated, the Company will cooperate with Users to enable them to withdraw Personal Data or information in accordance with applicable law. Additionally, the Service might not be available due to reasons outside the Company’s reasonable control, such as force majeure (eg. earthquake, floods, pandemic breakout, infrastructural breakdowns or blackouts etc).

• 7.

  Severability. If any court of law, having jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms, and the remaining provisions of the Terms will continue to be valid and enforceable.

• 8.

  Third-party Content. The Services may contain links to third-party content. We do not control, endorse, sponsor, recommend, or otherwise accept responsibility for such content. Use of any linked third-party content is at the user's own risk.

• 9.

  Changes to these Terms. The Company reserves the right to amend or otherwise modify these Terms at any time. In such cases, the Company will appropriately inform the User of these changes. Such changes will only affect the relationship with the User for the future. The continued use of the Service will signify the User s acceptance of the revised Terms. If Users do not wish to be bound by the changes, they must stop using the Service. Failure to accept the revised Terms, may entitle either party to terminate the Agreement.

• 10.

  Assignment of contract. The Company reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms, taking the User s legitimate interests into account. Provisions regarding changes of these Terms will apply accordingly. Users may not assign or transfer their rights or obligations under these Terms in any way, without the written permission of the Owner.

• 11.

  Amicable dispute resolution. While Users' right to take legal action shall always remain unaffected, in the event of any controversy regarding the use of this Application or the Service, Users are kindly asked to contact the Company first with the complaint including a brief description and if applicable, the details of the related order, purchase, or account, to the Company’s email address specified in this document.