Fellou Terms of Service

Platform Service Terms

Effective Date: 2025-05-28

These Platform Service Terms ("Terms") govern the relationship between ASI X Inc. and its affiliates ("Fellou," "we," "us," "our") and the entity or individual ("User," "you," "your") using or accessing Fellou along with any associated software applications and websites (all together, "Services").

Please read carefully and fully the following content, particularly the terms exempting or limiting the liability of Fellou, the terms limiting the rights of Users, and the terms stipulating the governing law of these Terms and the jurisdiction in which disputes shall be resolved.The terms limiting and/or exempting liability or other clauses which affect your substantial rights and interests may be bolded or otherwise emphasized for your attention.

You must be at least 18 years old to use the Services. If you are a minor under 18 years of age, please carefully read and fully understand this agreement under the accompaniment of your legal guardian and obtain the consent of your legal guardian before agreeing to these Terms and using these Services.

You are not authorized to use the Services unless you have fully read and accepted all the clauses of these Terms. If you do not agree with these Terms or any of its clauses, you should immediately stop using the Services. By clicking "Agree", or by using the Services, or by expressing acceptance of these Terms in any other explicit or implicit manner, you will be deemed to have read and agreed to these Terms. These Terms then take legal effect between you and Fellou, constituting a legally binding document for both parties. If you do not agree with or if you cannot fully and accurately understand our interpretation of any of these Terms, please immediately cease using or accessing these Services.

We reserve the right to amend these Terms when necessary, and will notify you in advance through reasonable means, and within a reasonable period. Such notices shall be deemed to have been delivered you on the date of circulation. You can view the latest version of these Terms on the relevant pages of our websites.

If you are located in the USA, please note that these Terms contain a dispute resolution and arbitration provision, including a class action and jury trial waiver, and a batch arbitration provision concerning 25 or more similar arbitration demands submitted by individual claimants represented by the same or coordinated counsel, that affects your rights under these Terms and with respect to disputes you may have with us and any related parties. You may opt out of the binding arbitration and class action and jury trial waiver as provided in clause 10.3 below.

For the specific rules on how we collect, protect and use your personal information, please carefully read our Privacy Policy.

1 Artificial Intelligence

1.1 AI Technology Basis

This software and related services are based on generative Artificial Intelligence ("AI") models and may also rely on other models and services to provide you with AI-generated technical services and other services. AI and machine learning are rapidly evolving fields of research. When using or accessing the Services, you need to be aware of the followings.

1.2 Content Usage Guidelines

The content generated by these Services is for your reference only. You must not use the output as professional advice, for commercial purposes, or for any other purposes.

1.2.1 Professional Scenarios Caution

If the situation involves matters that may have a significant impact on you or relevant parties (such as scenarios or purposes related to medical, financial, investment, insurance, legal, food safety, nutrition, etc.), it is recommended that you consult relevant professionals. The output of these Services should not be the basis for your further action or inaction. You acknowledge that your use of these Services in such scenarios does not constitute our provision of medical, financial, consulting, legal or other services to you.

1.2.2 Third-Party Information Notice

During your use of this software and service, if we detect that you intend to conduct an online search or you actively select the AI search function, we will automatically search for publicly available information from third-party web page links in a non-manual manner. This will enable us to respond to your input and allow you to quickly obtain the search results. The search sources and relevant content will be displayed above the reply. Please be aware that the web page content displayed in the search sources is created and provided by third parties. The output of this software is a model-based integration of information from the search sources based on natural language understanding capabilities. Even with the indication of search sources, the output content may still contain inaccuracies and is for your reference only. It does not represent these Services’ endorsement or agreement with any position, viewpoint, or stance of the web page content, nor does it provide any endorsement of the authenticity, accuracy, or reliability of the content in the web page links (especially numerical data, time, and various factual descriptions contained therein, which should be verified by you before use).

1.2.3 User Responsibility for Output

Any judgments you make based on the output content or any subsequent related actions you take as a result will be entirely at your own risk and responsibility. This includes risks arising from reliance on the authenticity, accuracy, reliability, non-infringement, or suitability for a particular purpose of the output content, as well as risks associated with using the output content for commercial purposes. You should have a scientific and rational understanding of and use generative AI technology in accordance with the law.

1.3 Warranty Disclaimer

To the fullest extent permitted by applicable law, the Services are provided "as is" and "as available," without any express or implied warranties or conditions, including but not limited to implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement. Specifically, Fellou does not warrant that the Services will be provided without interruptions; will operate properly on any specific computer system or browser; will generate content that is always accurate, complete, reliable, secure, useful, or timely; has undergone comprehensive usability testing; is suitable for your or any third party’s use; or fully complies with all applicable laws and regulations. You understand and agree that the Services may contain errors, defects, or misunderstanding issues, and you should ensure appropriate safety measures are in place. If your use of the Services results in the need for repair or replacement of equipment or data, we are not responsible for such costs. You agree to use the Services at your own risk. To the fullest extent permitted by law, Fellou and its affiliates or partners are not liable for the truthfulness, accuracy, or completeness of any information provided through the Services, nor for any errors, mistakes, or omissions, or for delays or interruptions in the flow of data or information for any reason. We recommend that you do not overly rely on the functionality or performance of the Services. You assume all risks and expenses associated with the use of the Services. You agree that we are not responsible for any consequences that may arise from your use of the service, including technical issues related to internet connectivity (e.g., slow connections or traffic congestion) or any telecommunications or internet provider-related problems. You acknowledge that Fellou is not liable for any direct or indirect damages, liabilities or losses (including damages for loss of profits, goodwill, use or data or other losses) resulting from the use of AI services or reliance on AI output.

2 Account Management

2.1 Account Registration
To access our Services, you must complete account registration on the website. You can follow the instructions on the web page to fill in the information and read and agree to these Terms. After completing all the registration and login procedures, you will become a User of the Services. By using our Services, you consent to our collection and use of information about you and your device to improve our products and provide Services. You must also fill out your identity information in accordance with laws and regulations (if applicable), otherwise you may not be able to use or access the Services, or your use or access may be restricted. You must ensure that the information you provide is accurate, valid, up-to-date, and complete. You must promptly update any changes and must not impersonate others or provide false information.
2.2 Account Security
Your login credentials (e.g., username, password, access keys) must remain confidential, and you are responsible for all activities conducted under your account. You are responsible for maintaining the confidentiality of your account and for all activities and conduct under your account and agree to notify us immediately upon discovering unauthorized use or security issues. You shall be responsible for any hacking of the account, loss of password, and illegal use of the account, which are caused by your improper safekeeping of your account.
2.3 Prohibition on Malicious Registration
You shall not register an account maliciously, including but not limited to via frequent registration, batch registration, registration using another person’s identity or other account registration activities that are not conducted for the purpose of normal usage of the Services. We reserve the right to disable your account if you violate these Terms.
2.4 Information Compliance
Information that you provide when registering or using the Services, including but not limited to name, avatar and profile details, must comply with applicable laws and regulations, social morals and customs, and authenticity of information and other principles, must not contain any illegal or improper information as defined by applicable laws and regulations, must not use someone else’s name, title, trade name, avatar, or other measures that may cause confusion to set up an account, and must not infringe on the legitimate rights or interests of any third party.
2.5 Account Transfer Prohibition
Your registered account is for your personal use only. Without our consent, you are prohibited from gifting, lending, renting, transferring, selling, or otherwise permitting others to use the account in any form. If we discover or have reasonable grounds to believe that the user of the account is not the initial registrant, in order to safeguard the account’s security, we have the right to immediately suspend or terminate the provision of services to the registered account and may permanently disable the account.
2.6 Account Termination
If we determine that the use of your account may violate laws, regulations or these Terms, or jeopardize the security of your account and/or the information security of the Services, we may refuse to provide the relevant services and may take measures including but not limited to suspend, block, close or revoke your account or terminate these Terms. You shall bear all losses arising therefrom, including but not limited to the deletion of content in your account.
2.7 Account Closure
You may apply to close your account in accordance with the procedure of the Services, but you shall still be responsible for your actions prior to the closure of your account and during your use of the Services. Once the closure is completed, unless otherwise required by applicable laws and regulations, we will not provide you with services such as recovery of your account records, content, etc. Please proceed with the account closure with caution.
2.8 Inactive Account Policy
You acknowledge and agree that in order to fully utilize account resources, if you do not log in and use your account in a timely manner after registration, or if you have not logged in and used your account for more than six consecutive months, and there are no unexpired or unfulfilled ongoing Services, we have the right to revoke your account. If your account is revoked, you cannot log in and use the Services by using your revoked account, and the information saved under such account such as content, privileges, personalized settings and use records will not be recoverable.

3 Access and Use

3.1 License Grant

Subject to these Terms and payment of any applicable fees, we grant you a global, limited, non-exclusive, revokable, non-sublicensable and non-transferable license to access and use our Services. We reserve the right to modify, suspend, or terminate any part of the Services at any time without prior notice. You agree not to use the Services in any way that could damage its functionality or accessibility. All rights not expressly authorized in this agreement are reserved by Fellou. You must obtain separate written permission from Fellou before exercising these rights. If Fellou fails to exercise any of the aforementioned rights, it does not constitute a waiver of such rights. If you release or disseminate the output generated by this service to the outside world, you should: (1) actively verify the authenticity and accuracy of the output content to avoid spreading false information; (2) prominently indicate that the output content is generated by artificial intelligence to alert the public to the synthetic nature of the content; and (3) avoid publishing and disseminating any output content that violates the usage specifications of this agreement.

3.2 Prohibited Activities

You must not engage in the following activities directly or indirectly:

3.2.1 Prohibited Content
inputting, uploading, utilizing the Services to output, execute or distribute, or disseminating (a) malicious code (e.g., viruses, worms, spyware, unlawful adware, or other harmful technologies); (b) any software, programs, routines, applications, or technologies that significantly degrade computer performance or introduce significant security risks to computers; (c) illegal, prohibited, discriminatory, fraudulent, deceptive, offensive, violent, pornographic, unethical, inappropriate, or harmful contents, such as contents promoting terrorism, extremism, or inciting the implementation of terrorist or extremist activities; spreading rumors that disrupt economic and social order; disseminating obscene, pornographic, gambling-related, violent, homicidal, or terroristic content, or content that incites criminal activities; insulting or defaming others, or infringing upon others’ reputation, privacy and other legitimate rights and interests; or (d) any other contents prohibited by applicable laws and regulations;
3.2.2 Technical Tampering
reverse engineering, decompiling, disassembling, modifying, creating derivative works, or otherwise attempting to create, derive, or allowing or assisting any third party to create or derive the source code of the Services, except to the extent permitted by applicable law;
3.2.3 Modification of Legal Notices
removing or altering terms of use, any copyright notices, or other identifying disclaimers, even if they appear within the Services;
3.2.4 Unauthorized Data Collection
directly or indirectly stealing the video, graphic, user information and other information and/or content of the Services by any means (including but not limited to hotlinking, redundancy stealing, illegal scraping, mock downloading, deep linking, spoofed registration, etc.);
3.2.5 Unauthorized Access Tools
logging in or using the Services through third-party software, plug-ins, add-ons or systems that are not developed, authorized or licensed by Fellou, or interfering with, disrupting, modifying or otherwise affecting the normal operation of the Services;
3.2.6 Network Security Violations
using or targeting the Services to carry out any activities that endanger or expose weaknesses in the security of our computer network or the networks of any third party, including but not limited to illegal intrusions into the network, interference with the normal functioning of the network, stealing network data, and other activities that endanger network security; providing programs, tools and other support and assistance for the above conducts; interfering with or destroying the normal operation of the Services’ systems, software or website; intentionally spreading malicious programs, software or viruses; or engaging in other activities which may destroy and interfere with normal network information services;
3.2.7 Unauthorized Testing
conducting or soliciting others to conduct any load testing or penetration testing without our prior written consent;
3.2.8 Abnormal Data Collection
engaging in or using any data mining, crawling, readers, bots, scraping, or similar data collection or extraction methods that result in a load on the service inconsistent with normal human usage behavior;
3.2.9 Illegal or Unethical Use
using the Services for any illegal purposes that violate laws and regulations, regulatory policies, or infringe upon the legitimate rights and interests of third parties; or using the Services for any dangerous purposes that may have a seriously detrimental impact on physical health, psychology, society, or economy, or that violate ethical principles in science and technology, or engaging in acts that infringe upon intellectual property rights, trade secrets, or other violations of business ethics, or use advantages in algorithms, data, platforms, etc., to implement monopolistic and unfair competition practices;
3.2.10 Excessive Resource Usage
exceeding the usage limits of the Services as notified to you, or use the Services in a way that excessively consumes our resources or significantly degrades the Services provided to other customers;
3.2.11 Unauthorized Distribution
replicating, transferring, leasing, lending, selling or licensing, assigning, providing, or otherwise making the Services available to third parties as a whole or in part without prior authorization from Fellou;
3.2.12 Prohibited or High-Risk Purposes
using the Services for any purposes classified as "prohibited" or "high-risk" under applicable laws and regulations, including but not limited to AI regulatory requirements in various countries and regions;
3.2.13 Other Illegal Uses
using the Services in other illegal manners, or in ways inconsistent with other norms and standards established by Fellou for such purposes, or detrimental to the legitimate rights or interests of Fellou.

3.3 Usage Restrictions

The Services may impose usage restrictions on specific features or settings, such as limits on access frequency, storage capacity, or other system resources. You agree to comply with these restrictions, which may be updated at any time, and must not attempt to bypass, circumvent or counter them (e.g., by disguising your IP address, using proxy IP addresses, or virtual private networks) in any manner.

3.4 Service Availability

You understand and agree that the Services are offered "as-is", based on the existing technology and conditions. We make our best efforts to provide you with the Services, ensuring the continuity and security of the Services. You understand that we cannot always foresee and guard against technical and other risks, including but not limited to force majeure, network issues, defects in third-party services, third-party websites, and other reasons that may lead to service interruptions, inability to use the software and Services normally, and other losses and risks. You understand and agree that, for the needs of overall service operations and platform operational security, we have the right to decide on service/function settings and scope, and to modify, interrupt, suspend, or terminate the Services based on specific circumstances.

4 Input and Output

4.1 Definition

During your use of these Services, you may submit text, audio, or other content or information (collectively referred to as "Input") to these Services, and receive content generated in response to your Input ("Output").

4.2 Ownership

To the extent permitted by applicable laws and subject to these Terms, you retain your ownership rights in Input and the Output. Due to the nature of artificial intelligence, Output may not be unique to you and other users of the Services may receive the same or similar Output from our Services. Our services may include third party software, products or services, and some parts of our Services may include Output from those services. Such third parties’ services and third parties’ output are subject to their own terms, and we are not responsible for them.

4.3 Input Responsibility

You are solely responsible for ensuring that the Input you submit is lawful, reliable, complete, accurate, and of sufficient quality. Do not include unauthorized sensitive or confidential information or personal data in your Input, including but not limited to access keys, passwords, usernames, or personal account/invitation information.

4.4 Output Disclaimer

All Output provided by these Services is generated by artificial intelligence models and may contain errors or omissions. They are for your reference only and should not be regarded as professional advice. In particular, when you use these Services to consult on medical, legal, financial, or other professional matters, please note that these Services does not constitute any advice or commitment and does not represent the opinion of any professional field. If you need related professional services, you should consult a professional and make decisions under their guidance. The Output should not serve as the basis for your further actions or inactions. You should have a scientific and rational understanding of and use generative artificial intelligence technology in accordance with the law.

5 Intellectual Property

5.1 Definition

"Intellectual Property Rights" refers to patents, rights to inventions, copyrights and related rights, moral rights, data rights and database rights, rights to software code, domain names, trademarks, logos, and trade names, rights to goodwill and protection against passing off, design rights, rights to confidential information, and any other intellectual property rights, whether registered or unregistered, including all applications (and rights to apply) for such rights, renewals, and extensions, as well as rights to claim priority from such rights, and all similar or equivalent rights and forms of protection that exist now or in the future anywhere in the world.

5.2 Input & Output Ownership

To the extent permitted by applicable law, the Intellectual Property Rights in the Input you provide belong to you or the lawful owner of such Intellectual Property Rights. Fellou does not claim ownership of the Input or Output, unless the Input or Output itself contains content in which Fellou has Intellectual Property Rights or other legitimate interests.

5.3 Fellou’s Intellectual Property

Fellou retains all rights, title, and interest in and to our products and the Services, and any improvements, enhancements, or modifications thereof ("Fellou’s Intellectual Property"), including all Intellectual Property Rights. The Services are provided to you on a limited-access basis, and no ownership of Fellou’s Intellectual Property is transferred to you. The names and logos of other companies, products, and services used and displayed in the Services may be trademarks or service marks of their respective owners, who may or may not endorse, be affiliated with, or connected to Fellou.

5.4 Brand Usage Prohibition

Please do not use any of Fellou’s trademarks, service marks, trade names, domain names, website names, company logos (LOGO), URLs, or other distinctive brand features (collectively referred to as "Brands"), including but not limited to "Fellou," without authorization in any legally prohibited circumstances. Without our prior written consent, you must not misuse, apply to register as a trademark, or register as a domain name, the aforementioned Brands in isolation or in combination with any other elements. If you violate this agreement and use our trademarks or Brands, causing losses to Fellou or others, you will be held fully liable for all legal responsibilities.

5.5 Data Usage

Fellou may use your Input and/or Output to generate data, information, insights, statistics, and usage data related to our provision of the Services, to improve the performance of the Services, and for any other purpose in accordance with applicable laws.

5.6 Third-Party Intellectual Property

The Services may include intellectual property, including open-source software owned by third parties. Such third-party intellectual property may be licensed to you under separate or different terms and conditions ("Third-Party Terms"), which are not granted to you under these Terms. Such Third-Party Terms will be made available to you, and you agree to comply with them, including any obligations to make payments directly to the relevant third party. Fellou is not responsible for such third-party intellectual property, and you acknowledge and agree that we are not liable for any losses, damage, costs, or expenses you may suffer or incur in connection with any third-party intellectual property or Third-Party Terms.

5.7 Submissions

For any questions, comments, suggestions, ideas, feedback, communication via email, or other information ("Submissions") you provide to us regarding the Services, we will have the right to use and share them for different purposes.

6 Terms and Termination

6.1 Fellou’s Termination Rights

We may immediately terminate or suspend your account for various reasons, including but not limited to cases where you violate these Terms. Upon termination, your right to use the Services will immediately cease. These Terms will remain in full effect during your use of the Services.

6.2 User Termination

If you wish to terminate your account, you may simply stop using the service. You may terminate your use of the Services at any time. We may terminate or suspend your access to the service or your membership for various reasons, including but not limited to cases where you violate these Terms, which may result in the forfeiture and destruction of all information associated with your account.

7 Liabilities

7.1 Service Suspension/Termination

If you violate these Terms, Fellou has the right to make an independent judgment and immediately suspend or terminate the provision of the Services, in full or in part, to you, including adopting measures such as suspending your use of or access to the Services, or suspending or terminating your account. You shall be exclusively liable and responsible for any losses and damages associated with such measures (including but not limited to the clearing of content, virtual items and privileges of your account, the inability to use the account and related Services, or any other consequences).

7.2 Compensation for Losses

The forms of legal liabilities which you may assume include but are not limited to fully compensating the injured party for losses, issuing apologies, remedying negative impacts, returning property, etc. If your acts cause losses to Fellou, you shall assume the full liabilities of compensation of losses, including direct losses such as administrative penalties or damages, and indirect losses such as loss of goodwill, settlement payments, attorney fees, and litigation fees.

7.3 Commercial Bribery

You fully acknowledge that any offer of tangibles, cash, cash equivalents, labor, travel and other benefits with values that significantly exceed the scope of normal business negotiations to employees, consultants or other personnel of Fellou is considered commercial bribery. Upon the occurrence of the foregoing circumstances, Fellou may immediately terminate all cooperation with you and hold you legally responsible.

7.4 Disclosure of Violations

We may publicly disclose the information on the handling of your aforementioned breaches, and other information on violations of laws or regulations confirmed by effective legal documents issued by the state administrative or judicial authorities. For suspected violations of laws or regulations, we are obliged to keep relevant records, report to the relevant state authorities and cooperate with investigations.

8 Limitations of Liability, Disclaimers, and Indemnities

8.1 Regional Application

Because the laws of different countries or regions differ from some other laws, these Terms include one clause that applies only if you are located in the European Economic Area ("EEA"), United Kingdom and Switzerland (collectively, the "EEA+") (clause 8.2), one clause that applies only if you are located in the People’s Republic of China (clause 8.3), and one clause that applies only if you are located other country or region (clause 8.4).

8.2 If you are located in the EEA+

8.2.1 Liability Limitation

This clause 8.2 only applies if you are located in the EEA+. Provided that we have acted with professional diligence, we do not take responsibility for loss or damage, unless it is: (1) caused by our breach of these Terms; or (2) reasonably foreseeable at the time of entering into these Terms (i.e., it is obvious that it will happen or, at the time that you and we entered into these Terms, it is known that it might happen). Nothing in these Terms is intended to exclude or limit our liability for death or personal injury, fraud, fraudulent misrepresentation or any liability that cannot be excluded by law.

8.2.2 Suspension/ Termination Procedure

Notwithstanding anything else in these Terms, we will adhere to the following procedure if we suspect that you have breached these Terms. First, we may investigate and, while we do so, we may suspend your access to the Services, acting reasonably and objectively depending on the seriousness of the suspected breach and only to the extent permitted by applicable law and in accordance with any legal obligations. We might then decide to temporarily suspend or permanently terminate your access to the Services if: (1) we determine, acting reasonably and objectively, and in accordance with applicable law, that you are in material or repeated breach of these Terms; (2) we have objective grounds to reasonably believe that you are about to seriously breach these Terms; (3) we are legally required to do so; or (4) we have objective grounds to reasonably believe that it is required in response to dealing with a serious technical or security issue. If you think we have made a mistake in suspending or terminating your access to the Services, you can appeal our decision by writing to us at hi@fellou.ai. We will then review our decision and decide again.

8.3 If you are located in the People’s Republic of China

8.3.1 Scope

This clause 8.3 only applies if you are located in the People’s Republic of China (excluding Hong Kong, Macao and Taiwan for the purpose of this clause).

8.3.2 Damage Limitation

UNLESS OTHERWISE EXPRESSLY STIPULATED BY APPLICABLE LAWS, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, SPECIAL, OR CRIMINAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS INCURRED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES. UNLESS OTHERWISE EXPRESSLY STIPULATED BY APPLICABLE LAWS, OUR TOTAL LIABILITY TO YOU, REGARDLESS OF THE CAUSE OR FORM OF ACTION, SHALL NOT EXCEED THE FEES (IF ANY) YOU PAID TO US DURING YOUR USE OF THE SERVICES.

8.4 If you are located in other country or region

8.4.1 Warranty Disclaimer

NO WARRANTIES OR CONDITIONS: THE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE" AND "SOLELY AT YOUR OWN RISK". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE INFORMATION, CONTENT AND SERVICES RELATED TO THE SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, AND OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND LICENSORS (COLLECTIVELY, "FELLOU PARTIES") HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF THE SERVICES.

8.4.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FELLOU PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY, LIQUIDATED, PUNITIVE OR OTHER SIMILAR DAMAGES, OR ANY DAMAGES IN EXCESS OF ACTUAL HARM, INCLUDING LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF DATA OR BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES (HOWEVER SUCH LOSSES ARE QUALIFIED), ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, THE SERVICES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.4.3 Access Discretion

To the fullest extent permitted by applicable law, we may limit, suspend, modify or terminate your access to the Services, at our sole discretion, at any time and without notice to you, including if you are, or we suspect that you are, failing or will soon fail to comply with any of these Terms or for any actual or suspected illegal or improper conduct. Any such termination or suspension will not affect any other rights we may have under applicable laws.

8.4.4 Defense and Indemnification

You agree to defend Fellou Parties from any claim, demand, allegation, investigation, lawsuit, proceeding or other dispute asserted by any third party resulting from or arising out of your use the Services, or any breach by you of these Terms. You also agree to indemnify and hold harmless each Fellou Party against any damages, liabilities, assessments, losses, costs, and other expenses (including reasonable attorneys’ fees and legal expenses) incurred by that Fellou Party relating to any such dispute. We will notify you promptly of any such dispute, and will provide you with reasonable assistance, at your expense, in defending any such dispute, except that failure to provide such notice will not release you from any obligations hereunder except to the extent that you are materially prejudiced by such failure.

8.4.5 Exception

Nothing in these Terms shall exclude or restrict any liability resulting from our gross negligence or willful misconduct, or any liability that cannot be excluded by law.

8.5 Representations and Warranties

You represent and warrant that: (i) You are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist-supporting" country; (ii) You are not listed on any U.S. government list of prohibited or restricted parties.

8.6 Third-Party Links

The Services may contain links to other independent websites, resources or services not provided by us. Such independent websites, resources or services are beyond our control, and we do not guarantee their continued availability. You acknowledge that we do not pre-screen or review any such third-party content and are not responsible for the content of these websites, resources, services or third-party materials, including any errors or omissions, nor are we liable for any losses or damages of any kind resulting from the use of such content. Links to such external websites, resources or services are provided without implying any endorsement or association with their operators or promoters. There may be separate agreements or rules for such external websites, resources or services. Please read and agree to the relevant separate agreements or rules before using such service. When you are using the said websites, resources or services provided by third parties, in addition to complying with these Terms and other relevant rules, you may also be required to carefully read, agree to, and comply with the third party’s agreements and relevant rules. Any dispute, loss or damage arising from the third party’s products or services shall be resolved between you and the third party in accordance with the relevant agreements.

8.7 Service Changes and Termination

The Services are constantly changed and improved by Fellou. We will make our best effort to serve you and ensure the consistency and security of our Services. You acknowledge and agree that we may choose to suspend, interrupt and terminate full or partial of the Services based on our own business decisions, government actions, force majeure and other reasons. If such circumstances occur, we will notify you in advance through reasonable means and within a reasonable period, and except as otherwise provided by applicable laws and regulations, we are not liable for the losses caused to you thereby. In the event of a merger, division, acquisition, or asset transfer of Fellou, we may transfer partially or wholly the Services and the corresponding rights and obligations under these Terms to a third party for operation or performance. The specific transferee shall be subject to the notice by us. We reserve the right to interrupt or terminate the provision of Services to you without notice if any of the following circumstances occur:

Where, according to the provisions of laws and regulations you should submit true information, but the personal information you provide is not true, or is inconsistent with the information at the time of registration and you fail to provide reasonable proof;
Where you have violated the provisions of relevant laws and regulations or the clauses of these Terms;
Where such interruption or termination is in accordance with the provisions of laws and regulations, or at the request of the judiciary or competent authorities;
Where such interruption or termination is required for security reasons or other necessary.

9 Governing Law and Jurisdiction

9.1 For Non-US Users

9.1.1 Place of Signing

If you are based outside the United States, the place of signing these Terms is Singapore.

9.1.2 Governing Law

The execution, effectiveness, amendment, termination of, and any dispute concerning these Terms shall be governed by the laws of Singapore (excluding its conflict of law rules).

9.1.3 Dispute Resolution

If any dispute or controversy arises between you and Fellou, it shall be resolved through negotiation between Fellou and you. If the negotiation fails, you agree to submit the dispute or controversy arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") 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 Singapore. The law governing this arbitration agreement shall be the laws of Singapore.

9.2 For U.S. Users

If you are based in the United States, the formation, enforceability, amendment, termination of, and any dispute concerning these Terms shall be governed by the laws of the State in which you reside in the United States; provided, however, that the arbitration provisions herein shall be governed by the Federal Arbitration Act and the American Arbitration Association ("AAA") Consumer Arbitration Rules and Consumer Mass Arbitration Supplementary Rules (the "AAA Rules,"), or in the event that the AAA declines or is otherwise unable to administer the arbitration for any reason, the National Arbitration and Mediation’s ("NAM") Comprehensive Dispute Resolution Rules and Procedures and Supplemental Rules for Mass Arbitration Filings, as modified by the arbitration provisions herein and as described more fully below.

10 DISPUTE RESOLUTION BY BINDING ARBITRATION FOR PERSONS LOCATED IN THE USA

YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO OPT OUT OF THIS PROVISION AS PROVIDED IN CLAUSE 10.3 BELOW.

10.1 Election to Arbitrate

If you are located in the USA, you and we agree that the sole and exclusive forum and remedy for resolution of a Claim shall be final and binding arbitration pursuant to this section 10 (the "Arbitration Provision"), except:

If you opt out as provided in clause 10.3 below;
Claims that are within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, in which case you and we agree to pursue such Claims in a small claims court only on an individual (non-class, non-representative) basis;
Claims where the sole form of relief sought is injunctive relief (including public injunctive relief);
Claims where both injunctive relief (including public injunctive relief) and non-injunctive relief are sought, in which you and we will first submit the Claim for non-injunctive relief to arbitration pursuant to this binding Arbitration Provision. The arbitrator will not be permitted to grant injunctive relief (unless the parties mutually agree otherwise). Once the arbitration of the Claim for non-injunctive relief has concluded, you and/or we may seek the injunctive relief (including the public injunctive relief) in court to the extent permitted by law.

As used in this Arbitration Provision, "Claim" shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through, affiliated with, or connected with you), on the one hand, and us (or persons claiming through, affiliated with, or connected with us) on the other hand, regardless of whether the claim arose before these Terms existed, relating to or arising out of your use (or lack of use) of, access (or lack of access) to, or a purchase from any products or services provided by us, any advertising, promotion or labeling by us, interactions or communications between or among you and us, these Terms, and/or the activities or relationships that involve, led to, or result from these Terms, including (except to the extent provided otherwise in clauses 10.4, 10.8 and 10.9 below) the validity or enforceability of this Arbitration Provision, any part thereof, or these Terms in their entirety. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

10.3 Applicability of the Federal Arbitration Act

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the "FAA"). The arbitrator will apply the substantive law of the State in which you reside in the United States consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable laws of the State in which you reside in the United States, subject to the limitations set forth in this Arbitration Provision or these Terms. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

10.4 Opt-Out of Arbitration Provision

You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to hi@fellou.ai within 45 days of the date of your electronic acceptance of these Terms. The opt out notice must clearly state that you are rejecting arbitration; provide your name, address, email address and telephone number; and be signed by you (which signature may be applied by including your name at the end of the email). No other methods can be used to opt out of this Arbitration Provision. If the opt out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt out notice on your behalf in the form of a notarized power of attorney. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions and/or class action waiver, we also will not be bound by them.

10.5 Mandatory Informal Dispute Resolution

If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You and we agree that good faith informal efforts to resolve any Claim is mutually beneficial to both parties. You and we therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a Claim is within the jurisdiction of a small claims court), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Claim covered by this Arbitration Provision ("Informal Dispute Resolution Conference"). If you or we are represented by counsel, your or our counsel may participate in the conference, but you also agree to participate in the conference, and we agree to have a non-attorney representative participate in the conference.

The party initiating a Claim must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"). Notice to us that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to hi@fellou.ai with the subject line "Dispute Notice". The Notice must include: (1) your name, (2) address, (3) if available, the email address used with us, (4) user ID, (5) if available, the confirmation or other information for the transaction that is the subject of the complaint, (6) the date of the transaction, if applicable, (7) a brief description of the nature of the complaint, and (8) the resolution you seek (together, the "Required Information"). If your Dispute Notice does not contain all of the Required Information (or an explanation of why you are unable to include it), then the Dispute Notice shall be without effect, and must be resubmitted before any arbitration or other legal action against us can be initiated. This requirement is intended to inform us that you have a complaint to be resolved. We will send you the same information, if applicable, if we initiate a Claim.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Claim, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree otherwise; multiple individuals initiating a Claim cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. You and we agree to try for sixty (60) days from the date of the Dispute Notice to resolve the dispute informally, including participating in at least one Informal Dispute Resolution Conference during that sixty (60) day period. Seeking to resolve the dispute informally for a period of sixty (60) days and engaging in at least one Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section. Any dispute about the validity of, enforceability of, and compliance with this clause 10.4 relating to the mandatory informal dispute resolution requirements shall be determined exclusively by a court and not by the administrator or any arbitrator.

10.7 Arbitration Procedures

The party initiating arbitration shall do so with the AAA. If, and only if, the AAA declines for any reason to administer the arbitration or is otherwise unable to administer the arbitration for any reason, you agree that, alternatively, the arbitration will be administered by the NAM. Any hearing will be conducted virtually unless the arbitrator determines that a party’s right to a fundamentally fair process would be impaired without an in-person hearing. The arbitration shall be conducted according to the rules and policies of the administrator used, except to the extent the rules conflict with this Arbitration Provision or are prohibited by any countervailing law.

You may obtain copies of the current rules, forms, and instructions for initiating an arbitration with the AAA by contacting the AAA as follows: on the web at https://www.adr.org/ or by writing to American Arbitration Association, Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043. You may obtain copies of the current rules, forms, and instructions for initiating an arbitration with NAM at https://www.namadr.com/resources/rules-fees-forms/. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control if not prohibited by countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply.

The arbitration will be conducted by one arbitrator, who will be selected by the parties from the administrator’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Arbitration Notice, then the administrator will appoint the arbitrator in accordance with the applicable administrator rules. You agree that the arbitration will be conducted in the English language. In the case of an in-person hearing, such hearing will be held in the United States county where you live, or any other location we agree to. You and we agree that, in the event of an in-person hearing, any employee, witness or representative of ours and any witnesses of yours who resides more than 150 miles from the location of the in-person hearing and who is participating in the hearing, may participate by telephone or video conference, and his or her physical presence shall not be required.

Ordinarily, pre-hearing information exchanges will be limited to the reasonable production of non-privileged documents directly relevant to the dispute. Unless the arbitrator determines that an additional form of information exchange is necessary to provide for a fundamentally fair process, those documents will be limited to your account records and communications directly related to the transactions between you and us that are the subject of your dispute. Any issues regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator, and the arbitrator’s determination shall be conclusive. Any arbitration shall be confidential, and neither party may disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award.

10.9 Arbitration Fees

Each party will be responsible for its, his, or her own initiation fees for arbitration, but if your entire Claim is for less than $1,000, we shall reimburse you for the filing fee upon written request for reimbursement with documentation of insufficient funds to pay the fee. In the event that you are able to demonstrate that the costs of arbitration would be prohibitive as compared to costs of litigation, we will pay as much of the fees and costs in connection with the arbitration as the arbitrator deems necessary in order to prevent the arbitration from being cost-prohibitive as compared to the costs of litigation.

In the event that the AAA’s Consumer Mass Arbitration and Mediation Fee Schedule (which is available at AAA’s website) or the mass arbitration fee schedule of another administrator applies, such fee schedule will take precedence over any other statement in these Terms to the extent required by the AAA or another administrator, unless you are able to demonstrate that the costs of arbitration would be prohibitive as compared to costs of litigation, in which case we shall reimburse you for the filing fee upon written request for reimbursement with documentation of insufficient funds to pay the fee.

We shall pay the administrator’s hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator’s rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the fees and expenses for their respective attorneys, experts, and witnesses, and for preparation and presentation of evidence at the arbitration, except as otherwise required by law. If a statute gives you or us the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

10.11 Arbitration Award and Appeals

Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitration administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not appealed, and any panel award on appeal, shall be final and binding, except for any appeal right under the FAA, and may be entered as a judgment in any court of competent jurisdiction.

10.12 Batch Arbitration

Notwithstanding any provision to the contrary in the foregoing, and to the maximum extent permitted by applicable law, you and we agree that, in the event 25 or more claimants submit similar arbitration demands (those asserting the same or similar facts or claims, and seeking the same or substantially similar relief), the parties are represented by the same or coordinated counsel ("Mass Filing"), the following rules shall apply:

The administrator shall administer the arbitration demands in batches of 100 demands per batch (or as close as possible to 100, where there are fewer than 100 demands to fill a batch) with one set of filing and administrative fees due per side per batch.
For each such batch, the administrator shall appoint a single merits arbitrator.
The administrator shall have the discretion to reduce any applicable fees, costs, and expenses.
Batches may be arbitrated concurrently. Arbitration awards in one batch shall have no precedential effect on subsequently administered batches.
You and we shall cooperate with one another and with the administrator to implement this batch arbitration process in good faith, in the interests of minimizing the costs of arbitration. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by the administrator.
For matters and issues not covered by this Arbitration Provision, the administrator’s mass arbitration rules and procedures shall apply. To the extent this Arbitration Provision and the administrator’s mass arbitration rules conflict, this Arbitration Provision shall control.

This batch provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of the administrator’s mass arbitration rules or as authorizing class arbitration of any kind.

Notwithstanding the foregoing, any challenge by a party to the applicability, validity, or enforceability of this batch arbitration provision shall be decided only by a court of competent jurisdiction and not by an arbitrator. In the event that this batch arbitration provision is found to be invalid or unenforceable, or in the event that the administrator declines to implement this batch arbitration provision for any reason, the entire Arbitration Provision shall be of no force and effect when 25 or more individual claimants submit similar arbitration demands (those asserting the same or similar facts or claims, and seeking the same or substantially similar relief), and the parties are represented by the same or coordinated counsel. The class action waiver, as described below, however, will still apply to the extent permitted by law.

10.15 No Class Actions

YOU AND WE EACH AGREE THAT NO ARBITRATION OR LITIGATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION OR LITIGATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS, REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT.

Nothing in these Terms will prevent you from seeking public injunctive relief separately from arbitration in court, and any such application will not be deemed incompatible with the Arbitration Provision or as a waiver of the right to arbitrate your individual claims. You and we agree that any claims for damages and/or any relief other than public injunctive relief must be heard in arbitration first, with any claims seeking a remedy of public injunctive relief in court proceeding only after the arbitration of all arbitrable Claims, and any claims or portions of claims seeking a remedy of public injunctive relief will be stayed pending the outcome of the arbitration pursuant to section 3 of the FAA. If you file a lawsuit in court seeking public injunctive relief before meeting the preconditions of the Mandatory Informal Dispute Resolution process or the Arbitration Provision, you will be waiving your right to seek damages from us or our affiliates relating to any Claims governed by these Terms. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction.

No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this No Class Actions clause, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of the prohibition in this clause 10.9 from proceeding in arbitration on a class, representative or collective basis shall be determined exclusively by a court and not by the administrator or any arbitrator. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

10.17 Survival and Severability of Arbitration Provision

This Arbitration Provision shall survive the termination of these Terms. If any portion of this Arbitration Provision other than the batch arbitration provision in clause 10.8 and the prohibition on bringing class or collective actions in arbitration as set forth in clause 10.9 is deemed invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. For the avoidance of doubt, this means that, if clause 10.8 on batch arbitration is found under the law to be invalid or unenforceable in the event that 25 or more individual claimants submit similar arbitration demands and are represented by the same or coordinated counsel, or if clause 10.9 on the prohibition on bring class or collective actions is found under the law to be invalid or unenforceable to any extent, then you agree that the entire Arbitration Provision shall be of no force and effect. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

10.18 No Jury Trials

To the extent permitted by applicable law, you and we both agree to waive our right to a jury trial.

10.19 WAIVER OF RIGHT TO LITIGATE

You understand that by agreeing to these Terms of Service, YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all Claims shall be resolved by arbitration under this Arbitration Provision, except as specified in clause 10.1 above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

12 Miscellaneous

12.1 Headings

The headings of all clauses of these Terms are for convenience of reading and understanding only and have no actual meaning and cannot be relied upon as a basis for interpretation of the meaning of these Terms.

12.2 Severability

If any provision of these terms is found to be unenforceable or invalid, that provision will be modified and interpreted to achieve the objectives of the provision to the greatest extent permitted under applicable law, and the remaining provisions will remain in full force and effect.

12.3 Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these terms shall not affect a party’s ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute a waiver of any subsequent breach.

12.4 Feedback

If you have any comments or suggestions in connection with these Terms, you may provide feedback by contacting us via hi@fellou.ai and we will provide you with the necessary assistance.