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Terms of use

We appreciate your choice to engage with the offerings provided by Shanghai Pu'ersa Technology Co., Ltd. These Use Terms are applicable when you decide to employ our collection of resources, inclusive but not limited to our application programming interface, software, instruments, services for developers, data, documentation, and websites, collectively referred to as the "Services." These Use Terms encompass our Sharing & publication policy, Usage Policies, as well as any other related documentation, directives, or policies we may supply in written form. By utilizing our Services, you are in agreement with these Terms. Our Privacy Policy details the methods we employ to gather and utilize personal information.

1. Sign-Up and Accessibility​

To employ our Services, your age must be no less than 13 years. Those under 18 must acquire the consent of their parent or legal guardian to use our Services. If you are utilizing our Services on behalf of an individual or entity, it is your responsibility to possess the requisite authority to agree to these Terms on their behalf. All information provided for account registration must be accurate and comprehensive. You cannot share your account details or access privileges with individuals outside your establishment, and you are accountable for all actions executed under your account credentials.

2. Requirements for Use​

(a) Service Usage. We permit you access and grant you a non-exclusive right to utilize the Services, in line with these Terms. You are expected to adhere to these Terms and all relevant laws when using the Services. All rights, title, and interests in the Services belong to us and our affiliated entities.

(b) Suggestions and Ideas. We value and encourage inputs, remarks, creative thoughts, proposals, and improvement suggestions. If you provide any of these, we reserve the right to utilize them without any restrictions or obligations for compensation.

(c) Limitations. You are prohibited from (i) using the Services in a manner that infringes, misappropriates, or violates any person's rights; (ii) reverse engineering, decompiling, translating, or attempting to discover the source code or core components of models, algorithms, and systems of the Services (unless such actions conflict with applicable law); (iii) using output from the Services to develop competing models; (iv) employing any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction, except as permitted through the API; (v) misrepresenting that output from the Services is human-generated when it is not, or otherwise violating our Usage Policies; (vi) trading, purchasing, or selling API keys without our prior consent; or (vii) sending us personal information of children under 13 or the applicable digital consent age. You are expected to adhere to any rate limits and other stipulations in our documentation. You cannot use Services at EEA, UK, North Korea, Iran, Russia or Switzerland.

(d) Third-Party Services. Any external software, services, or products employed in conjunction with the Services fall under their individual terms, and we bear no responsibility for such third-party products.

3. Content​

(a) Your Content. You have the capability to supply input to the Services ("Input"), and in return receive output that has been generated by the Services based on your Input ("Output"). The combination of Input and Output forms the "Content." Between all parties and within the boundaries of the applicable law, you retain all ownership of the Input. Subject to your adherence with these Terms, Pu'ersa transfers to you all its rights, title, and interest in and to the Output. This indicates that you may employ Content for any purpose, including commercial ends such as sale or publication, as long as you comply with these Terms. Pu'ersa may utilize Content in order to deliver and maintain the Services, to abide by the relevant law, and to enforce our policies. You are held accountable for your Content, this includes ensuring that it does not infringe any applicable law or these Terms.

(b) Content Similarity. Because of the intrinsic nature of machine learning, Output may not be distinct amongst users and the Services might generate the same or a similar output for Pu'ersa or a third party. For instance, you might provide an input to a model such as "What color is the sky?" and receive an output such as "The sky is blue." Other users might also pose similar questions and receive identical responses. Responses that are requested by and generated for other users are not classified as your Content.

(c) Application of Content to Improve Services. We don't employ Content that you provide to or obtain from our API ("API Content") to enhance or improve our Services. We may use Content derived from Services apart from our API ("Non-API Content") to help refine and ameliorate our Services. If you do not wish for your Non-API Content to be used to improve Services, you have the option to opt out by forward your request to [email protected]. Please note, in certain circumstances this might restrict our Services' ability to better address your particular use case.

(d) Accuracy. The disciplines of artificial intelligence and machine learning are rapidly advancing. We are continuously striving to improve our Services, aiming for higher accuracy, reliability, safety, and utility. Given the probabilistic nature of machine learning, the use of our Services could occasionally lead to incorrect Output that fails to accurately represent real people, places, or facts. You are advised to verify the accuracy of any Output as suited to your use case, this can include the use of human review of the Output.

4. Charges and Transactions​

(a) Charges and Invoicing. All costs affiliated with your account ("Charges") will be paid by you in accordance with the rates and conditions listed on the relevant pricing page, or as mutually agreed upon in writing. We retain the authority to rectify any mistakes or errors in pricing even if an invoice has been released or payment has been received. You are obligated to provide comprehensive and accurate billing information, including a valid and authorized payment mode. Your payment method will be charged at regular intervals as agreed upon, although we may reasonably adjust the date of charge posting. You provide authorization to Pu'ersa and its associated entities, as well as our third-party payment processor(s), to charge your chosen method for the Charges. If your payment cannot be processed, we will issue you a written notification and may suspend access to the Services until payment is resolved. Charges are to be paid in U.S. dollars and are due upon issuing of the invoice. Payments are non-refundable except as outlined in this Agreement.

(b) Levies. Unless otherwise expressed, Charges do not encompass federal, state, local, and foreign taxes, duties, and similar evaluations ("Levies"). You bear the responsibility for all Levies linked to your purchase, excluding Levies based on our net income, and we may invoice you for these Levies. You agree to pay such Levies promptly and furnish us with documentation demonstrating the payment, or additional proof that we might reasonably request. Pu'ersa uses the name and address in your account registration as the place of supply for tax purposes, so you are obligated to maintain this information as accurate and current.

(c) Adjustments to Pricing. We retain the right to modify our prices by posting a notice on your account and/or our website. Price augmentations will take effect 14 days after they are posted, except for hikes due to legal reasons or adjustments to Beta Services (as outlined in our Service Terms), which will be effective immediately. Any price changes will be applied to the Charges associated with your account immediately following the effective date of the changes.

(d) Disagreements and Overdue Payments. If you wish to contest any Charges or Levies, please contact [email protected] within thirty (30) days from the date of the disputed invoice. Uncontested amounts that are overdue may incur a finance charge of 1.5% of the unpaid balance monthly. If any part of your Charges are overdue, we may suspend your access to the Services after providing you written notice of the late payment.

(e) Complimentary Tier. You are not permitted to create more than one account to reap the benefits of credits offered in the complimentary tier of the Services. If we suspect you are not utilizing the complimentary tier in good faith, we may impose standard charges or halt providing access to the Services.

5. Safeguarding Information, Data Security, and Privacy​

(a) Protecting Information. As a user, you might be provided access to "Confidential Information" pertaining to Pu'ersa, its partners, and various third parties. The Confidential Information is to be utilized solely as required to employ the Services, adhering to these Terms. The Confidential Information cannot be revealed to any external parties, and you are expected to guard this information in the same way you protect your own confidential data of a similar kind, employing at least reasonable care. "Confidential Information" refers to non-public information which Pu'ersa or its affiliates or third parties categorize as confidential or is reasonably considered confidential given the context, including software, specifications, and other non-public business details. However, it does not encompass data that: (i) is or becomes widely accessible to the public without any fault on your part; (ii) is already in your possession without any obligations of confidentiality when received under these Terms; (iii) is rightfully conveyed to you by a third party without any obligation of confidentiality; or (iv) you independently developed without using Confidential Information. Confidential Information may be disclosed if mandated by law or by a valid court or government authority order, provided you give reasonable prior written notice to Pu'ersa and make a reasonable attempt to limit the extent of disclosure, assisting us in disputing the requirement of disclosure, whenever feasible.

(b) Security Measures. You are expected to implement reasonable and suitable strategies designed to enhance the security of your access to and usage of the Services. If you identify any potential security vulnerabilities or breaches linked to your usage of the Services, you must immediately contact Pu'ersa and provide the details of the identified vulnerability or breach.

(c) Handling of Personal Data. If the Services are used for processing personal data, you are obligated to supply legally acceptable privacy notices and secure the necessary permissions for the processing of said data, assuring us that the data processing is in accordance with the prevailing laws. If you are using the Pu'ersa API for the processing of "personal data" as specified in the GDPR or "Personal Information" as specified in the CCPA, please contact [email protected] to request to execute our Data Processing Addendum.

6. Duration and Dissolution​

(a) Dissolution; Interruption. The inception of these Terms is the moment you start using the Services and will persist until cessation. You have the right to dissolve these Terms at your discretion, for any reason, by halting usage of the Services and Content. We can dissolve these Terms for any reason by giving you a minimum of 30 days' prior notice. We can dissolve these Terms instantaneously upon notifying you if you egregiously infringe Sections 2 (Requirements for Use), 5 (Safeguarding Information, Data Security, and Privacy), 8 (Dispute Resolution) or 9 (Universal Provisions), if there are shifts in associations with third-party tech providers beyond our control, or to align with laws or governmental requests. We can suspend your Services access if you fail to comply with these Terms, if your usage poses a threat to our security or that of a third party, or if we suspect your usage to be fraudulent or potentially exposing us or any third party to liability.

(b) Implications on Dissolution. Post termination, you will discontinue using the Services and promptly return or, if directed by us, annihilate any Confidential Information. The sections of these Terms that intrinsically should outlast termination or expiration will do so, including but not restricted to Sections 3 and 5-9.

7. Safeguarding; Rejection of Guarantees; Constraints on Accountability​

(a) Protection. You will shield, indemnify, and safeguard us, our partners, and our staff, against any demands, losses, and expenses (including legal fees) that arise from or link to your usage of the Services, including your Content, products, or services that you develop or propose in association with the Services, and your breach of these Terms or violation of applicable laws.

(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

(c) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. Dispute Resolution​

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

(a) COMPULSORY ARBITRATION. Both you and Pu'ersa consent to settling any past or current disputes pertaining to these Terms or our Services through definitive and obligatory arbitration. However, you reserve the right to reject these arbitration conditions, and any future alterations to them, by contact [email protected] within 30 days of consenting to these arbitration terms or the respective changes.

(b) Informal Dispute Resolution. We aim to acknowledge and resolve your grievances before resorting to formal legal measures. Prior to lodging a complaint against Pu'ersa, you consent to attempt to settle the disagreement informally by sending us an email at [email protected], which includes your name, a summary of the conflict, and the remedy you seek. If a dispute cannot be resolved within 60 days, you may initiate formal proceedings. Any statute of limitations is suspended during the 60-day resolution process. If you reside in the EU, you can access the online dispute resolution platform provided by the European Commission at https://ec.europa.eu/consumers/odr.

(c) Arbitration Forum. Either party can begin binding arbitration via ADR Services, an alternative dispute resolution provider. Both parties will equally share the arbitration costs. If the arbitrator determines that you cannot afford the arbitration fees and you're unable to secure a waiver, Pu'ersa will cover them on your behalf. Pu'ersa will not seek to recover its attorneys’ fees and costs in arbitration unless the arbitrator deems your claim to be frivolous.

(d) Arbitration Procedures. The arbitration will be conducted either via telephone, through written submissions, video conference, or in-person in San Francisco, California or at any other location mutually agreed upon. A single arbitrator from ADR Services will oversee the arbitration according to its existing rules. All matters are for the arbitrator to decide, except a California court has the authority to determine (i) the scope, enforceability, and arbitrability of this Section 8, including the mass filing procedures below, and (ii) whether you have complied with the pre-arbitration requirements in this section. The amount of any settlement offer will not be revealed to the arbitrator by either party until after the arbitrator determines the final award, if any.

(e) Exceptions. This arbitration clause does not require arbitration of the following disputes: (i) individual claims brought in a small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

(f) NO CLASS ACTIONS. Conflicts must be addressed on an individual basis only, and cannot be brought forward as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If a dispute ends up in court rather than arbitration for any reason, each party consciously and unconditionally relinquishes any right to a jury trial in any action, proceeding, or counterclaim. This does not bar either party from participating in a class-wide settlement of claims.

(g) Mass Filings. If there are 30 or more similar arbitration demands against Pu'ersa or associated parties by the same or coordinated counsel or entities (“Mass Filing”), ADR Services will randomly assign sequential numbers to each of the Mass Filings. Claims numbered 1-10 will be the “Initial Test Cases” and will go to arbitration first. The arbitrators will issue a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference, unless the claims are settled beforehand or the parties agree to extend the deadline. Following this, the parties will have 90 days (the “Mediation Period”) to resolve the remaining cases in mediation based on the awards from the Initial Test Cases. If the parties cannot resolve the remaining disputes during this time, they may choose to opt out of the arbitration process and proceed in court by providing written notice to the other party within 60 days after the Mediation Period. If not, the remaining cases will proceed to arbitration in their assigned order. Any statute of limitations will be suspended from the time the Initial Test Cases are chosen until your case is selected as described above.

(h) Severability. If any component of this Section 8 is deemed to be illegal or unenforceable, the rest will continue to be in effect, except that if a finding of partial illegality or unenforceability would permit Mass Filing or class or representative arbitration, this Section 8 will be entirely unenforceable. Nothing in this section will be considered to waive or otherwise restrict the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.

9. Universal Provisions​

(a) Status of Parties Involved. These Conditions do not establish any partnership, joint endeavor, or representation relationship between you and Pu'ersa, or any of its affiliates. Both you and Pu'ersa are autonomous entities and neither party has the authority to create obligations on behalf of the other or to act as an agent, without securing prior written consent from the other party.

(b) Employment of Branding Elements. You are prohibited from using the names, logos, or trademarks of Pu'ersa or any of its affiliates without our prior written consent.

(c) U.S. Federal Agency Entities. The Services are the products of private investment, regarded as commercial computer software and associated documentation within the interpretation of the relevant U.S. Federal Acquisition Regulation and agency amendments thereto.

(d) Copyright Infringement Claims. If you think that your intellectual property rights have been violated, please submit a notice to the designated address below. We hold the right to delete or disable content accused of infringement and may close accounts of those who repeatedly infringe.

Shanghai Pu'ersa Technology Co., Ltd.
No. 1508 Kunyang Road
Minhang District, Shanghai City, 200245
Attn: General Counsel / Copyright Agent

Reports pertaining to copyright infringement must incorporate the following details:

  • A tangible or electronic authorization from the individual entitled to act in representation of the copyright owner's interest;
  • An outline of the copyrighted content that, according to your claim, has been infringed upon;
  • A description indicating the location of the supposedly infringing material on our platform;
  • Your contact information, including address, telephone number, and e-mail address;
  • A declaration from you, asserting a good-faith belief that the contentious use of the material is unauthorized by the copyright holder, their representative, or the law; and
  • An affirmation by you, made under the penalty of perjury, that the information contained in your notice is precise and that you are the copyright proprietor or authorized to act on behalf of the copyright owner.

(e) Allocation and Delegation. It is not permissible for you to delegate or transfer any rights or obligations stemming from these Terms, inclusive of situations involving a shift of control. Any assumed allocation or delegation will be deemed null and void. We reserve the right to transfer these Terms in the case of a merger, acquisition, or the sale of all or a substantial portion of our assets, or to any affiliate or as part of a corporate restructuring.

(f) Alterations. We retain the right to modify these Terms periodically by updating the revised version on our website, or if an update notably negatively impacts your rights or responsibilities under these Terms, we will provide notification either by emailing the email associated with your account or by an in-product notification. These changes will not take effect until at least 30 days after we notify you. All other changes will be effective immediately. Your continued usage of the Services following any modifications signifies your acceptance of those changes.

(g) Notifications. All notifications will be given in written form. We may contact you using the registration details you supplied or the email address associated with your usage of the Services. Service will be deemed delivered on the date of receipt if transmitted via email or on the date sent if delivered by post. We accept service of process at this address: Pu'ersa, Attn: [email protected].

(h) Forbearance and Severability. Your non-compliance with these Terms without immediate action from our side does not constitute a waiver of any of our rights. As provided in Section 8, if a court of competent jurisdiction deems any portion of these Terms invalid or unenforceable, that term will be enforced to the greatest extent permissible and it will not impact the enforceability of any other terms.

(i) Export Controls. The Services are not to be used in, for the benefit of, exported or re-exported into any U.S. embargoed countries ("Embargoed Countries"), or to any individual or entity on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists ("Restricted Party Lists") presently in effect or established in the future by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List. You affirm and warrant that you are not located in any Embargoed Countries and not listed on any such Restricted Party Lists. You must comply with all applicable laws pertaining to Embargoed Countries or Restricted Party Lists, including any requirements to know your end users directly.

(j) Equitable Remedies. You recognize that a violation or breach of these Terms may result in irreparable harm to us and our affiliates. We, therefore, reserve the right to seek injunctive relief against you, along with any other legal remedies.

(k) Entire Agreement. These Terms, along with any policies incorporated herein, contain the complete agreement between you and us concerning the use of the Services and supersede all prior or concurrent agreements, communications, or understandings between you and us on the subject, excluding any service-specific terms of use or applicable enterprise agreements.

(l) Jurisdiction, Venue, and Choice of Law. Excluding the provision in the "Dispute Resolution" section, all claims arising from or related to these Terms will be brought exclusively to the Shanghai Arbitration Commission.