HaiRoute Terms of Service

Last updated: 2026-07-02
Effective date: 2026-07-02
Contracting entity: LDCY TECH HK LIMITED / 香港靈動創意科技資訊有限公司
Version status: Publication version

Language

This Terms of Service is prepared in English and Chinese. Both versions are intended to have legal effect. If there is any inconsistency, ambiguity or conflict between the English and Chinese versions, the English version shall prevail, unless the parties expressly agree otherwise in a signed written agreement.

1. Acceptance of Terms

These Terms of Service (the "Terms") govern access to and use of HaiRoute's websites, dashboards, APIs, software interfaces, documentation, routing services, usage monitoring, account management tools and related services (collectively, the "Services"). The Services are provided by LDCY TECH HK LIMITED, a company registered in Hong Kong ("HaiRoute", "we", "us" or "our").

By creating an account, clicking to accept, signing an order form, using an API key, accessing the dashboard, or otherwise using the Services, you agree to these Terms. If you use the Services for a company or other organisation, you represent that you have authority to bind that organisation, and "Customer" or "you" refers to that organisation.

The Services are intended for customers located outside Mainland China who meet the eligibility requirements in Section 4, including eligible individual customers, business customers, developers and organisations. The Services are not offered to, and must not be used by or for the benefit of, any individual or entity located in, established in, ordinarily resident in, or accessing the Services from Mainland China. The Services are not directed to children. If you are located in Mainland China, are a Child (as defined in Section 2), or are otherwise not eligible to use the Services, you must not create an account or use the Services.

If you do not agree to these Terms, you must not access or use the Services.

2. Definitions

"Administrator" means a person authorised by Customer to manage an organisation account, invite or remove Authorized Users, configure permissions, manage API keys, view usage and billing information, and configure available Service settings.

"Authorized User" means an employee, contractor, agent or other individual authorised by Customer to access or use the Services under Customer's account.

"Account Balance" means an internal service ledger balance, displayed by reference to supported fiat currencies, that may be applied only to calculate, deduct and settle eligible Usage Fees for the Services. Account Balance is not cash, electronic money, a stored value facility, a deposit, a loan, a security, a transferable instrument, a trust asset, a payment service, or property outside the Services.

"Usage Credits" or "Credits" means internal usage units, credits or quotas that may be used to meter or consume certain Services, including some video-generation models or other services that require unit-based consumption. Usage Credits are not cash, electronic money, stored value, deposits, securities, transferable instruments or property outside the Services, and have no independent monetary, redemption or exchange value.

"Child" or "children" means any individual under the age of eighteen (18), or any older individual who is treated as a minor under the law applicable to that individual.

"Customer Content" means Inputs, Outputs, files, data, prompts, completions, instructions, configurations and other content submitted to, processed through, or generated from the Services by or on behalf of Customer.

"Customer API Data" means Inputs, prompts, files, conversation records, completions, Outputs, and training or fine-tuning materials submitted to, processed through, or returned through the APIs by or on behalf of Customer, together with related request logs. Customer API Data is a subset of Customer Content.

"Customer Private Data" means Customer API Data together with any personal data within Account Data that identifies or relates to an identifiable individual, in each case as further described in the Privacy Policy.

"DPA" means HaiRoute's Data Processing Agreement, where applicable to Customer's use of the Services.

"Input" means any prompt, instruction, file, text, image, audio, code, data or other material submitted to the Services.

"Output" means any text, image, audio, code, data, response or other material generated by a model or returned through the Services in response to Input.

"Provider" means a third-party provider, operator or supplier of an AI model, API, infrastructure, data service or other third-party service made available through or used in connection with the Services.

"Provider Terms" means terms, policies, documentation, usage rules, data policies, acceptable use policies, model cards, safety policies, pricing rules or other conditions imposed by a Provider.

"Service Metadata" means technical, usage, routing, billing, security and audit records generated by use of the Services, including timestamps, account and API key identifiers, model and Provider identifiers, token and request counts, latency, region, route, status and error codes, and cost.

"Usage Fees" means fees calculated by reference to actual use of the Services, including model usage, tokens, requests, routing, storage, logs, seats, throughput, regions, enterprise features or other usage metrics described in the dashboard, order form or pricing page.

3. Services and Technical Intermediary Role

HaiRoute provides a unified API gateway and intelligent routing layer that helps Customer access supported third-party AI models and related infrastructure. The Services may include OpenAI-compatible API access, model routing, usage monitoring, API key management, enterprise administration, logging controls, security controls and related features.

HaiRoute is a technical intermediary and routing agent. HaiRoute does not own, operate, train, control or guarantee the underlying third-party AI models. HaiRoute does not itself create model Outputs except by transmitting Inputs to selected Providers and returning responses through the Services.

Any model, model name, route, benchmark, price, capability description, ranking, recommendation, label or availability shown in the Services is provided for operational convenience only. It does not mean that HaiRoute owns, operates, endorses, guarantees or assumes responsibility for that model, the Provider, any Output, or any content generated, submitted, published or distributed by Customer or its end users.

The list of supported models, Providers, endpoints, regions, features and prices may change from time to time. HaiRoute may add, remove, suspend, replace, limit or modify access to any model, Provider, feature or routing path where reasonably necessary for operational, security, legal, commercial or Provider-related reasons.

4. Eligibility, Accounts, Organisations and Authorized Users

The Services are intended for: (a) individual customers located outside Mainland China who are at least eighteen (18) years old and have legal capacity to enter into these Terms; and (b) business customers, developers, companies, partnerships, institutions and other organisations that are located, established and operating outside Mainland China and act through authorised representatives and Authorized Users. HaiRoute does not offer the Services to children and does not knowingly allow children to register as account holders or Authorized Users.

The Services are not offered to, and must not be accessed or used by or for the benefit of, any individual or entity located in, established in, ordinarily resident in, or accessing the Services from Mainland China. HaiRoute may use technical, contractual, verification or other measures to restrict access from Mainland China, and may refuse registration or terminate accounts on this basis.

If Customer is an organisation, Customer represents that it is duly organised, validly existing and has full power and authority to enter into these Terms. Each Administrator and Authorized User must be at least eighteen (18) years old, unless HaiRoute expressly agrees otherwise in a signed enterprise agreement and Customer has implemented all legally required safeguards.

Customer must not use the Services, or allow the Services to be used, from or for any jurisdiction, person or purpose where doing so would violate applicable law, sanctions, export controls, Provider Terms or HaiRoute's published eligibility restrictions. HaiRoute may refuse registration, suspend access, require additional verification, or terminate accounts where eligibility cannot be verified or where use creates legal, regulatory, security, Provider or operational risk.

The Services are not directed to children. If Customer's own application, dataset, workflow or end-user service may involve minors or children, Customer is solely responsible for all required notices, consents, age gates, parental or guardian authorisations, human review, safeguarding measures and compliance obligations. HaiRoute's handling of personal data relating to minors or children is described in the Privacy Policy.

Customer must provide accurate, complete and current account information and keep it updated. Customer is responsible for maintaining the confidentiality and security of all credentials, API keys, tokens, passwords and authentication methods associated with its account.

Customer is responsible for all activities under its account, including all acts and omissions of Administrators, Authorized Users, applications, agents, contractors and systems using Customer's credentials or API keys, whether or not authorised by Customer, except to the extent caused by HaiRoute's breach of these Terms.

Administrators may have broad authority to configure the account, including user access, permissions, API keys, routing settings, logging settings, budgets, usage limits and billing settings. Customer is responsible for selecting Administrators and reviewing their permissions.

Customer must promptly notify HaiRoute of any suspected unauthorised access, credential compromise, security incident or misuse of the Services.

5. Third-Party Models and Provider Terms

The Services route Customer's Inputs to Providers selected by Customer, selected through Customer's configuration, or selected by HaiRoute's routing logic according to Customer's enabled settings. Each Provider may impose Provider Terms. Customer is responsible for reviewing and complying with all applicable Provider Terms before using a model or allowing its users or applications to use a model.

Provider Terms may govern model availability, permitted use, prohibited use, safety restrictions, rate limits, pricing, retention, logging, training, output rights, geographic restrictions, data processing, support and other matters. To the extent a Provider Term governs access to or use of a relevant model, that Provider Term applies to Customer's use of that model.

If these Terms conflict with Provider Terms solely on model-specific access, usage rules, data handling or output rights, the Provider Terms govern that model-specific matter as between Customer and the relevant Provider, unless HaiRoute expressly states otherwise in writing. Nothing in this paragraph expands HaiRoute's obligations or liability, reduces the disclaimers or limitations in these Terms, or applies to any matter other than the model-specific matter concerned.

HaiRoute is not responsible for any Provider's acts or omissions, model performance, downtime, rate limits, refusals, hallucinations, harmful content, inaccurate outputs, data handling, retention, training practices, security measures, policy changes, price changes, suspension, termination or unavailability.

Customer is responsible for selecting Providers appropriate for its use case, industry, jurisdiction, sensitivity of data, regulatory obligations, confidentiality requirements and risk tolerance.

6. Acceptable Use Policy

Customer must not, and must not permit any person to, use the Services or Outputs to:

  1. violate any applicable law, regulation, court order, sanctions, export control, Provider Terms or third-party right;
  2. infringe, misappropriate or violate intellectual property, privacy, publicity, confidentiality, contractual or other rights;
  3. create, transmit or facilitate malware, phishing, spam, credential theft, unauthorised surveillance, denial-of-service attacks, vulnerability exploitation or other harmful code or activity;
  4. bypass, disable, overload, probe, scrape, crawl, reverse engineer, benchmark for replication, circumvent rate limits, circumvent security controls, circumvent Provider restrictions, or interfere with the Services or any Provider system;
  5. use the Services or Outputs to train, fine-tune, distil, extract, replicate, reconstruct, benchmark to replicate, or improve any model, model weights, dataset, AI system, routing system or competing service without HaiRoute's prior written consent and all required Provider permissions;
  6. perform model extraction, prompt harvesting, output scraping, automated high-volume data collection or similar activity intended to reconstruct, approximate or derive a model or dataset;
  7. misrepresent AI-generated content as human-generated where such representation is unlawful, fraudulent or materially misleading;
  8. generate or facilitate unlawful, deceptive, harmful, abusive, violent, exploitative, discriminatory, sexually exploitative, self-harm-related, regulated-professional or high-risk content in violation of applicable law or Provider Terms;
  9. use the Services for regulated decisions or high-risk use cases unless Customer has implemented all required human review, notices, safeguards, authorisations and compliance controls;
  10. exceed usage limits, avoid payment, resell or sublicense the Services except as expressly permitted, or use multiple accounts to evade restrictions; or
  11. assist any third party in doing any of the above.

HaiRoute may investigate suspected violations, including suspected model extraction, unauthorised distillation, scraping, abuse or non-payment. HaiRoute may suspend or terminate access, preserve evidence, impose additional limits, block routes, withhold or cancel Account Balance or Usage Credits, notify Providers, and take legal action where HaiRoute reasonably believes a violation has occurred or may occur.

7. Customer Applications and End Users

Customer is solely responsible for its applications, products, services, datasets, workflows, end users, Customer Content, user-generated content, Outputs as used or distributed by Customer, and any decisions, publications, messages, files, products or services based on Outputs. HaiRoute does not pre-screen, verify, approve or monitor Customer's end-user interactions or user-generated content.

Customer must review, test, validate and moderate Inputs, Outputs and user-generated content before relying on them, publishing them, making them available to end users, using them in workflows, or using them for any legal, medical, financial, employment, education, public, consumer-facing, regulated or high-risk purpose. Customer is responsible for ensuring that such content and use comply with these Terms, Provider Terms, applicable laws, content rules, platform policies, industry rules and Customer's own policies.

Customer must provide all notices, terms, privacy disclosures, AI disclosures, content labels, consents, opt-outs, human review, appeal mechanisms, moderation controls and other safeguards required by applicable law, Provider Terms and Customer's own policies.

Customer must ensure that its end users and downstream customers do not use the Services in a manner that would violate these Terms if done by Customer. HaiRoute has no obligation to review Customer's applications or end-user interactions.

8. Billing, Account Balance, Usage Credits and Postpaid Usage

HaiRoute generally provides the Services on a prepaid basis. HaiRoute may also approve postpaid usage billing, subscriptions, enterprise plans, committed spend, overage billing or other commercial arrangements described in the dashboard, order form or written agreement. Unless HaiRoute expressly approves postpaid billing or another arrangement in writing, Customer must maintain sufficient Account Balance or applicable Usage Credits before using paid Services.

For most supported models and routes, Customer's top-up amount is reflected as an Account Balance denominated by reference to the supported fiat currency selected or displayed by HaiRoute. Usage Fees are deducted from available Account Balance according to HaiRoute's applicable pricing, routing, metering and billing records.

For certain services, including some video-generation models or other models that use unit-based consumption, HaiRoute may convert Account Balance into Usage Credits, usage units or quotas for metering and consumption. The conversion ratio, consumption rule, applicable model, validity period and deduction method may be shown in the dashboard, pricing page, order form or relevant service description.

Account Balance and Usage Credits are internal accounting and service-consumption records only. They may be applied solely to access and consume HaiRoute's own Services and may not be used to pay any third party. They are a single-purpose internal service ledger, are not accepted or usable as a means of payment for goods or services supplied by any person other than HaiRoute, and are not intended to constitute a stored value facility or any regulated payment instrument. They do not represent stored funds held for Customer, do not create a fiduciary or trust relationship, do not accrue interest, and do not entitle Customer to withdraw cash, transfer value, exchange value or receive any financial benefit outside the Services, except for refunds expressly approved under these Terms or required by applicable law.

Purchased Account Balance or Usage Credits may expire twelve (12) months after purchase or top-up unless a different period is stated in the applicable order, dashboard or service description. Customer may contact customer support before expiry to ask about available options for unused Account Balance or Usage Credits; any accommodation is at HaiRoute's discretion and subject to these Terms. Bonus, promotional, trial, free or compensation balances or credits may expire earlier, may be revoked at any time, and have no refund value.

For postpaid usage, Customer must pay all invoices by the due date stated on the invoice or order. If no due date is stated, invoices are due within fifteen (15) days from invoice date. HaiRoute may charge late fees at the lower of 1.5% per month or the maximum rate permitted by law, suspend Services, reduce limits, require prepayment, or terminate the account for overdue amounts.

Prices may vary by model, Provider, region, route, feature, throughput, context window, token type, request type and other factors. Provider prices may change with little or no notice. HaiRoute may update prices, metering rules and billing methods prospectively by notice through the dashboard, website, email or order process.

Customer is responsible for all taxes, duties, levies, withholdings, bank charges, foreign exchange costs and similar amounts, except taxes based on HaiRoute's net income. Payments must be made in the currency and method specified by HaiRoute.

9. Refunds, Expiration and Billing Disputes

Except as expressly stated in these Terms or required by applicable law, all purchases, top-ups, Account Balance, Usage Credits, subscriptions, committed spend, setup fees and Usage Fees are final and non-refundable.

HaiRoute may, in its sole discretion, refund wholly unused purchased Account Balance or Usage Credits if Customer submits a written request within twenty-four (24) hours after purchase or top-up and HaiRoute determines that no fraud, abuse, chargeback risk, sanctions risk, violation, Provider settlement, model allocation, conversion, consumption or operational cost issue is present. HaiRoute has no obligation to grant such refund. This paragraph does not limit any non-excludable statutory rights that an individual consumer may have under applicable law.

If HaiRoute terminates Customer's account without cause and not due to Customer's breach, fraud, abuse, non-payment, security risk, legal risk or Provider requirement, Customer may request a refund of unused, unexpired purchased Account Balance or Usage Credits within thirty (30) days after termination. Any approved refund may be reduced by taxes, bank charges, payment processor fees, discounts, bonuses, promotional amounts, chargeback costs, investigation costs, Provider costs, model allocation costs, conversion costs and other non-recoverable amounts. Account Balance or Usage Credits that are expired, promotional, free, bonus, granted as compensation, converted and already allocated to a model-specific service, or already consumed are not refundable.

If HaiRoute suspends or terminates Services because of suspected or actual violation of these Terms, Provider Terms, law, security risk, fraud, abuse, unauthorised distillation, model extraction, scraping, non-payment or chargeback, HaiRoute may withhold, cancel or refuse to refund Account Balance or Usage Credits to the maximum extent permitted by law.

Customer must raise any billing dispute in writing within thirty (30) days after the relevant invoice, deduction or usage record appears. Undisputed amounts remain payable. If Customer does not dispute within that period, the invoice, deduction or usage record is deemed accepted, except for manifest error.

10. Availability, Maintenance, Service Levels and Changes

HaiRoute will use commercially reasonable efforts to provide the Services. Except where an enterprise plan, order form or separate written service level agreement ("SLA") expressly applies, HaiRoute does not guarantee any uptime, availability, latency, throughput, route, Provider availability, model availability or error rate.

HaiRoute may make an SLA available to eligible enterprise or business customers under an order form or enterprise agreement. Where an SLA applies, it will state the applicable availability commitment, measurement method, exclusions (including Provider outages, force majeure, scheduled maintenance and Customer-caused issues), and remedies. Any service credits under an applicable SLA are Customer's sole and exclusive remedy for the relevant availability failure and do not entitle Customer to a refund unless expressly stated. Provider-side performance, availability and downtime are excluded from any HaiRoute SLA and remain governed by Section 5.

The Services may be interrupted, degraded or unavailable due to maintenance, upgrades, incidents, security measures, Provider issues, network issues, cloud infrastructure issues, force majeure, legal requirements or other causes. HaiRoute may perform maintenance with or without notice where necessary, and will use commercially reasonable efforts to give advance notice of planned maintenance likely to cause material disruption.

11. Intellectual Property, Customer Content and Output

HaiRoute and its licensors retain all rights, title and interests in and to the Services, software, APIs, documentation, dashboards, routing logic, models of operation, infrastructure, usage analytics, security systems, trademarks, designs, know-how and other technology or materials provided by HaiRoute ("HaiRoute IP"). No rights are granted except as expressly stated in these Terms.

As between Customer and HaiRoute, Customer retains the rights it has in Customer Content. Customer grants HaiRoute a limited, worldwide, non-exclusive, royalty-free licence to host, process, transmit, route, display, reproduce and otherwise use Customer Content solely to provide, secure, maintain, support, troubleshoot, bill for, enforce and improve the Services as configured by Customer and permitted by these Terms. This licence includes the right to disclose Customer Content to Providers and subprocessors as necessary to provide the Services.

HaiRoute will not use Customer Content to train AI models or for model-improvement datasets unless Customer has expressly opted in to that use. Customer may withdraw opt-in consent prospectively through available controls or written notice.

Subject to applicable law and Provider Terms, and as between Customer and HaiRoute, Customer owns the rights HaiRoute is able to assign in Outputs generated for Customer. HaiRoute does not represent that Outputs are unique, protectable, non-infringing, confidential, accurate or free from third-party rights. Similar or identical outputs may be generated for other users.

Customer represents that it has all rights, licences, permissions and lawful bases necessary to submit Customer Content to the Services and to allow HaiRoute and Providers to process it as described in these Terms.

Feedback, suggestions or ideas provided to HaiRoute may be used by HaiRoute without restriction or compensation, provided HaiRoute does not disclose Customer's Confidential Information in doing so.

12. Data Processing, Logs and Privacy

HaiRoute's Privacy Policy and, where applicable, the Data Processing Agreement ("DPA") describe how HaiRoute handles personal data and Customer API Data, including the full retention schedule. By using the Services, Customer agrees to the Privacy Policy and, where applicable, the DPA. In the event of a conflict on the processing of personal data, the DPA (where applicable) prevails over these Terms and the Privacy Policy to the extent of the conflict.

HaiRoute may retain Customer API Data for a rolling period of up to seven (7) days after processing. This rolling retention is used to detect and investigate unreasonable, abusive, unlawful or prohibited use; protect service integrity; resolve billing, routing, Provider and support issues; preserve and trace responsibility; and enforce these Terms and Provider Terms. After the rolling period, such data is automatically overwritten, deleted or de-identified in the ordinary course, unless a longer retention exception applies under these Terms, the Privacy Policy, the DPA or applicable law. The detailed retention periods for Account Data, Service Metadata, Customer-enabled logs, backups and Security and Enforcement Data are set out in the Privacy Policy.

HaiRoute may retain Service Metadata required for billing, security, fraud prevention, abuse detection, routing, performance monitoring, audit, support, compliance and enforcement.

Notwithstanding the seven-day rolling retention period, HaiRoute may generate, preserve, review, retain and disclose logs, records and evidence, including relevant Inputs, Outputs, prompts, completions, conversation records, files, training materials, metadata, technical signals, account records and communications, where HaiRoute reasonably believes it is necessary to investigate, prevent, detect, document, enforce against, or bring or defend claims relating to: fraud; non-payment; chargebacks; security incidents; violations of these Terms or Provider Terms; unauthorised distillation; model extraction; scraping; benchmark-to-replicate activity; misuse of Outputs; infringement; unlawful activity; or threats to the integrity of the Services, HaiRoute IP, Providers or other customers.

Customer acknowledges that such evidence preservation may involve legal hold and retention for the period reasonably necessary for investigation, enforcement, dispute resolution, regulatory requests, arbitral or legal proceedings and applicable limitation periods, subject to applicable law.

Except as described in these Terms, the Privacy Policy, the DPA, Customer's configurations, Provider Terms or applicable law, HaiRoute will not sell Customer API Data, rent it to third parties, or disclose Customer Private Data for unrelated commercial purposes.

13. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential, including business, technical, security, pricing, product, account, usage and customer information.

The receiving party must use the disclosing party's Confidential Information only to perform or exercise rights under these Terms, must protect it using reasonable care, and must not disclose it except to personnel, contractors, advisers, Providers and subprocessors who need to know it and are subject to confidentiality obligations, or as required by law.

Confidential Information does not include information that is publicly available without breach, already known without restriction, independently developed without use of the disclosing party's Confidential Information, or lawfully received from a third party without confidentiality restriction.

14. Security and Service Integrity

Customer must use reasonable security measures to protect its systems, API keys, credentials and Customer Content. Customer must not disclose API keys publicly or embed them in client-side code or repositories accessible to unauthorised persons.

HaiRoute may apply security measures, throttling, rate limits, quotas, provider blocks, route changes, content filters, abuse detection, automated monitoring, manual review, credential revocation and other controls to protect the Services, Providers, customers and third parties.

Customer must report vulnerabilities responsibly and must not conduct penetration testing, red-team testing, load testing, scraping, model extraction testing or similar testing against the Services without HaiRoute's prior written authorisation.

15. Disclaimers

To the maximum extent permitted by applicable law, the Services, models, routes, APIs, documentation and Outputs are provided "as is" and "as available", without warranties of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted operation, security, availability or error-free performance.

HaiRoute does not warrant that any Output is accurate, complete, current, lawful, safe, non-infringing, unique, confidential, suitable for Customer's intended purpose, or appropriate for legal, medical, financial, employment, credit, insurance, housing, education, law enforcement, biometric, critical infrastructure, safety-critical or other regulated or high-risk uses.

Customer is responsible for independently reviewing, validating and testing Outputs before relying on them or using them in products, services, decisions, advice, publications or workflows. Outputs may contain errors, hallucinations, bias, offensive material or third-party content.

HaiRoute is not responsible for Customer Content, user-generated content, Outputs as selected, edited, displayed, published, distributed or relied upon by Customer, or Customer's failure to review, moderate, label, remove or restrict content. Customer must not use, publish or distribute Inputs, Outputs or user-generated content that violates these Terms, Provider Terms, applicable law or relevant content rules.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

16. Limitation of Liability

To the maximum extent permitted by applicable law, neither HaiRoute nor its directors, officers, employees, contractors, licensors, Providers or suppliers will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, anticipated savings, data, use, production, contracts, customers or reputation, or for business interruption, replacement services, model downtime, Provider conduct, loss of Output, or cost of procurement of substitute services, whether based on contract, tort, negligence, statute, strict liability or any other theory, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, HaiRoute's total aggregate liability arising out of or relating to these Terms, the Services, Customer Content, Outputs, Providers or any related matter will not exceed the fees actually paid by Customer to HaiRoute for the affected Services during the twelve (12) months immediately preceding the event giving rise to the claim. If Customer has paid no fees for the affected Services, HaiRoute's total aggregate liability will not exceed HKD 1,000.

The limitations in this section apply even if any remedy fails of its essential purpose. Multiple claims do not expand the limit.

Nothing in these Terms limits or excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, wilful misconduct, or any liability that cannot be limited or excluded under applicable law. Customer's payment obligations, indemnification obligations, confidentiality obligations, and obligations relating to misuse of the Services, infringement, unauthorised distillation, model extraction or violation of HaiRoute IP are not limited by this section.

17. Indemnification

Customer will defend, indemnify and hold harmless HaiRoute and its directors, officers, employees, contractors, licensors, Providers and suppliers from and against any claims, demands, actions, proceedings, investigations, losses, liabilities, damages, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or relating to:

  1. Customer Content, Customer applications, Customer products, Customer services or end-user interactions;
  2. Customer's or its Authorized Users' use or misuse of the Services or Outputs;
  3. breach of these Terms, Provider Terms, an order form or applicable law;
  4. infringement, misappropriation or violation of third-party rights;
  5. fraud, non-payment, chargeback, security incident or unauthorised access caused by Customer;
  6. unauthorised distillation, model extraction, scraping, benchmark-to-replicate activity or misuse of Outputs; or
  7. any dispute between Customer and its end users, customers, employees, contractors, regulators or other third parties.

Customer's obligations under this Section 17 do not apply to the extent a claim arises from HaiRoute's own breach of these Terms, gross negligence, wilful misconduct or fraud.

HaiRoute does not provide any intellectual property indemnity for Outputs, third-party models, Provider services, open-source components, Customer Content, Customer applications, Customer modifications, Customer combinations, or Customer's use of the Services, unless expressly agreed in a signed enterprise agreement.

18. Suspension and Termination

Customer may stop using the Services at any time. Stopping use does not relieve Customer of payment obligations, accrued liabilities, minimum commitments, usage fees, taxes or other amounts incurred before termination.

HaiRoute may suspend, limit or terminate access to the Services immediately, with or without notice, if HaiRoute reasonably believes that: Customer breached these Terms or Provider Terms; Customer failed to pay; continued access may create security, legal, regulatory, operational or Provider risk; Customer engaged in fraud, abuse, scraping, unauthorised distillation, model extraction or other prohibited activity; Customer's use may harm HaiRoute, Providers, other customers or third parties; a Provider requests or requires restriction; or suspension is required by law or necessary to protect the Services.

HaiRoute may also terminate these Terms or discontinue the Services for convenience by providing reasonable notice where practicable. Upon termination, Customer must stop using the Services and HaiRoute may disable accounts, API keys and access. Sections that by their nature should survive will survive, including payment, refunds, confidentiality, intellectual property, data retention for legal purposes, disclaimers, limitation of liability, indemnification, dispute resolution and language.

After termination, HaiRoute may delete Customer Content according to the Privacy Policy and DPA, subject to legal holds, security investigations, billing records, backup cycles and evidence preservation rights described in these Terms.

19. Export Controls, Sanctions and Compliance

Customer must comply with all applicable laws and regulations relating to export controls, sanctions, anti-corruption, anti-bribery, data protection, cybersecurity, AI, consumer protection, advertising, employment, financial services, healthcare, telecommunications and other regulated activities applicable to Customer's use of the Services.

Customer must not use the Services in or for the benefit of any jurisdiction, entity or person prohibited by applicable sanctions or export control laws, or in a manner that would cause HaiRoute or a Provider to violate such laws. Customer must not bypass geographic, model, Provider or legal restrictions, including any restriction on access from Mainland China.

20. Notices and Changes

HaiRoute may provide notices by email, dashboard notice, website posting, documentation update, invoice message or other reasonable electronic means. Legal notices to HaiRoute must be sent to legal@hairoute.ai or another address designated by HaiRoute in writing.

HaiRoute may update these Terms from time to time. Material changes will be notified by reasonable means. Changes become effective on the date stated in the notice or updated Terms. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. If Customer does not agree, Customer must stop using the Services before the effective date.

21. General Terms

Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, epidemics, government action, internet or telecommunications failures, cloud provider failures, Provider failures, cyberattacks or power failures.

Customer may not assign or transfer these Terms without HaiRoute's prior written consent. HaiRoute may assign or transfer these Terms in connection with a merger, acquisition, reorganisation, financing, sale of assets, change of control or by operation of law.

These Terms, together with applicable order forms, the Privacy Policy, the DPA and documents incorporated by reference, constitute the entire agreement regarding the Services and supersede prior or contemporaneous agreements on the same subject. If an order form conflicts with these Terms, the order form controls only for that order and only to the extent of the conflict.

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) of Hong Kong to enforce any term of these Terms, except that HaiRoute's directors, officers, employees, contractors, licensors, Providers and suppliers may enforce the disclaimer, limitation of liability and indemnification provisions.

If any provision is held invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver. No agency, partnership, joint venture, employment or fiduciary relationship is created by these Terms.

22. Governing Law and HKIAC Arbitration

These Terms and any non-contractual obligations arising out of or relating to them are governed by the laws of the Hong Kong Special Administrative Region, without regard to conflict of law principles.

Any dispute, controversy, difference or claim arising out of or relating to these Terms, the Services, their existence, validity, interpretation, performance, breach or termination, or any non-contractual obligation arising out of or relating to them, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1), unless HKIAC or the arbitral tribunal determines that three (3) arbitrators are appropriate due to the amount in dispute, complexity or circumstances. The arbitration proceedings shall be conducted in English. The award shall be final and binding.

Nothing prevents HaiRoute from seeking interim, injunctive, preservatory or equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, service integrity, security, evidence, payment rights, or to prevent unauthorised distillation, model extraction, scraping or misuse of the Services.

To the maximum extent permitted by law, disputes must be brought only on an individual basis and not as a class, collective, representative or consolidated action, unless the parties agree otherwise in writing or the arbitral tribunal orders consolidation under applicable rules. Nothing in this paragraph affects any non-excludable right of an individual consumer under applicable law.

23. Contact

Legal notices and questions about these Terms may be sent to:

LDCY TECH HK LIMITED / 香港靈動創意科技資訊有限公司
Legal email: legal@hairoute.ai
Privacy email: privacy@hairoute.ai