Disney Enterprises, Inc. v. Minimax — Entry #60: ANSWER to Complaint (Attorney Civil Case Opening),,,,, 1 with JURY DEMAND filed by Defendants Nanonoble Pte

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                          EXHIBIT A


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Terms of Service
Last Modified: 11/25/2024
Acceptance of the Terms of Use
These terms of use are entered into by and between you and Nanonoble Pte. Ltd. ("Company," "we,"
or "us"). The following terms and conditions ("Terms of Use") govern your access to and use of our
websites and software applications, including any content, functionality, and services offered on or
through the hailuo.ai/audio, hailuoai.video, and hailuo.ai (collectively, the "Services Website").
Please read the Terms of Use carefully before you start to use the Services. By using the Services,
you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to
these Terms of Use, you must not access or use the Services.

This Services is offered and available to users who are 16 years of age or older. By using this Services,
you represent and warrant that you are of legal age to form a binding contract with the Company and
meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you
must not access or use the Services.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are
effective immediately when we post them.
Your continued use of the Services following the posting of revised Terms of Use means that you
accept and agree to the changes. You are expected to check this page from time to time so you are
aware of any changes, as they are binding on you.
Accessing the Services and Account Security
We reserve the right to withdraw or amend this Services, and any service or material we provide on
the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part
of the Services is unavailable at any time or for any period. From time to time, we may restrict user
access, including registered user access, to some parts of the Services or the entire Services.
You are responsible for both:
     Making all arrangements necessary for you to have access to the Services.
     Ensuring that all persons who access the Services through your internet connection are aware of
     these Terms of Use and comply with them.
To access the Services or some of the resources it offers, you may be asked to provide certain
registration details or other information. It is a condition of your use of the Services that all the
information you provide on the Services is correct, current, and complete. You agree that all
information you provide to register with this Services or otherwise, including, but not limited to,


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through the use of any interactive features on the Services, is governed by our Privacy Policy, and you
consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a username, password, or any other piece of information as part
of our security procedures, you must treat such information as confidential, and you must not disclose
it to any other person or entity. You also acknowledge that your account is personal to you and agree
not to provide any other person with access to this Services or portions of it using your username,
password, or other security information. You agree to notify us immediately of any unauthorized
access to or use of your username or password or any other breach of security. You also agree to
ensure that you log off your account at the end of each session. You should use particular caution
when accessing your account from a public or shared computer so that others are not able to view or
record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or
provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you
have violated any provision of these Terms of Use.
Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You
agree not to use the Services:

     In any way that violates any applicable federal, state, local, or international law or regulation
     (including, without limitation, any laws regarding the export of data or software to and from the
     US or other countries).
     For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by
     exposing them to inappropriate content, asking for personally identifiable information, or
     otherwise.
     To send, knowingly receive, upload, download, use, or re-use any material that does not comply
     with the Content Standards set out in these Terms of Use.
     To transmit, or procure the sending of, any advertising or promotional material, including any
     "junk mail," "chain letter," "spam," or any other similar solicitation.
     To impersonate or attempt to impersonate the Company, a Company employee, another user, or
     any other person or entity (including, without limitation, by using email addresses or screen
     names associated with any of the foregoing).
     To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the
     Services, or which, as determined by us, may harm the Company or users of the Services, or
     expose them to liability.

Additionally, you agree not to:
     Use the Services in any manner that could disable, overburden, damage, or impair the site or
     interfere with any other party's use of the Services, including their ability to engage in real time
     activities through the Services.


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     Use any robot, spider, or other automatic device, process, or means to access the Services for
     any purpose, including monitoring or copying any of the material on the Services.
     Use any manual process to monitor or copy any of the material on the Services, or for any other
     purpose not expressly authorized in these Terms of Use, without our prior written consent.
     Use any device, software, or routine that interferes with the proper working of the Services.
     Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or
     technologically harmful.
     Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the
     Services, the server on which the Services is stored, or any server, computer, or database
     connected to the Services.
     Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
     Otherwise attempt to interfere with the proper working of the Services.
User Contributions and User Generated Content
The Services contains interactive features (collectively, "Interactive Services") that allow users to
post, submit, publish, display, or transmit (hereinafter, "submit") content or materials (collectively,
"User Contributions") on or through the Services to generate data content in the forms of text, audio
or video according to the instructions you provide in your User Contributions (“User Generated
Content”).

All User Contributions and User Generated Content must comply with the Content Standards set out
in these Terms of Use.

We do not claim ownership of User Contributions or User Generated Content. By using the Services,
you grant to us, our affiliates, successors, and assigns a royalty-free, perpetual, irrevocable,
worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce,
modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other
remuneration from, and communicate to the public, perform and display your User Contributions and
User Generated Content (in whole or in part) worldwide and/or to incorporate it in other works in any
form, media or technology now known or later developed, for the full term of any worldwide
intellectual property right that may exist in your User Contributions and User Generated Content. This
license survives termination of this Agreement by any party, for any reason.
You represent and warrant that:
     You own or control all rights in and to the User Contributions and User Generated Content and
     have the right to grant the license granted above to us and our affiliates and service providers,
     and each of their and our respective licensees, successors, and assigns.
     All of your User Contributions and User Generated Content do and will comply with these Terms
     of Use.

You understand and acknowledge that you are responsible for any User Contributions and User
Generated Content you submit or generate, and you, not the Company, have full responsibility for
such content, including its legality, reliability, accuracy, and appropriateness.


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If any User Generated Content violates these Terms of Use, whether intentionally or unintentionally,
you must immediately cease all use of such content. You are expressly prohibited from viewing,
copying, downloading, storing, transmitting, sharing, or otherwise using such content in any manner.
Please report the existence of such content to Customer Service using the contact information
provided on the Services.
We are not responsible or liable to any third party for the content or accuracy of any User
Contributions or any User Generated Content submitted or generated by you or any other user of the
Services.
Monitoring and Enforcement; Termination
We have the right to:

     Remove or refuse to process any User Contributions or User Generated Content for any or no
     reason in our sole discretion.
     Take any action with respect to any User Contributions or User Generated Content that we deem
     necessary or appropriate in our sole discretion, including if we believe that such content violates
     the Terms of Use, including the Content Standards, infringes any intellectual property right or
     other right of any person or entity, threatens the personal safety of users of the Services or the
     public, or could create liability for the Company.
     Disclose your identity or other information about you to any third party who claims that material
     submitted by you violates their rights, including but not limited to their intellectual property
     rights or their right to privacy.
     Take appropriate legal action, including without limitation, referral to law enforcement, for any
     illegal or unauthorized use of the Services.
     Terminate or suspend your access to all or part of the Services for any or no reason, including
     without limitation, any violation of these Terms of Use.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement
authorities or court order requesting or directing us to disclose the identity or other information of
anyone submitting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE
COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING
FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A
CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We automatically block some content on this Services. However, we cannot review all material before
it is submitted or generated on the Services and cannot ensure prompt removal of objectionable
material after it has been submitted or generated. Accordingly, we assume no liability for any action or
inaction regarding transmissions, communications, or content provided or generated by any user or
third party. We have no liability or responsibility to anyone for performance or nonperformance of the
activities described in this section.
Content Standards


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These content standards apply to any and all User Contributions, User Generated Content, and your
use of Interactive Services. User Contributions and User Generated Content must in their entirety
comply with all applicable federal, state, local, and international laws and regulations. Without limiting
the foregoing, User Contributions and User Generated Content must not:

     Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent,
     hateful, inflammatory, or otherwise objectionable.
     Promote sexually explicit or pornographic material, violence, or discrimination based on race,
     sex, religion, nationality, disability, sexual orientation, or age.
     Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other
     rights of any other person.
     Violate the legal rights (including the rights of publicity and privacy) of others or contain any
     material that could give rise to any civil or criminal liability under applicable laws or regulations or
     that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
     Be likely to deceive any person.
     Promote any illegal activity, or advocate, promote, or assist any unlawful act.
     Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or
     annoy any other person.
     Impersonate any person or misrepresent your identity or affiliation with any person or
     organization.
     Involve commercial activities or sales, such as contests, sweepstakes, and other sales
     promotions, barter, or advertising.
     Give the impression that they emanate from or are endorsed by us or any other person or entity,
     if this is not the case.
     Be intended for use in political campaigns or for influencing the outcome of an election.
Copyright Infringement
If you believe that any User Contributions or User Generated Content violate your copyright, please
send us a notice of copyright infringement to the contact information listed below. It is the policy of
the Company to suspend or terminate the user accounts of repeat infringers.
Reliance on Information Submitted
The information presented on or through the Services is made available solely for general information
purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any
reliance you place on such information is strictly at your own risk. We disclaim all liability and
responsibility arising from any reliance placed on such materials by you or any other visitor to the
Services, or by anyone who may be informed of any of its contents.
This Services may include content provided by third parties, including materials provided by other
users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All
statements and/or opinions expressed in these materials, and all articles and responses to questions
and other content, other than the content provided by the Company, are solely the opinions and the


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responsibility of the person or entity providing those materials. These materials do not necessarily
reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the
content or accuracy of any materials provided by any third parties.
Intellectual Property Rights of the Services
This Section applies solely to the content existing on the Services at the time of your visit. For
information regarding intellectual property rights of User Generated Content, please refer to the
section titled “User Contributions and User Generated Content.”
The Services and its entire contents, features, and functionality (including but not limited to all
information, software, text, displays, images, video, and audio, and the design, selection, and
arrangement thereof) are owned by the Company, its licensors, or other providers of such material
and are protected by United States and international copyright, trademark, patent, trade secret, and
other intellectual property or proprietary rights laws.
These Terms of Use permit you to use the Services for your personal, non-commercial use only. You
must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform,
republish, download, store, or transmit any of the material on our Services, except as follows:
     Your computer may temporarily store copies of such materials in RAM incidental to your
     accessing and viewing those materials.
     You may store files that are automatically cached by your Web browser for display enhancement
     purposes.
     You may print or download one copy of a reasonable number of pages of the Services for your
     own personal, non-commercial use and not for further reproduction, publication, or distribution.
     If we provide desktop, mobile, or other applications for download, you may download a single
     copy to your computer or mobile device solely for your own personal, non-commercial use,
     provided you agree to be bound by our end user license agreement for such applications.
     If we provide social media features with certain content, you may take such actions as are
     enabled by such features.
You must not:
     Modify copies of any materials from this site.
     Use any illustrations, photographs, video or audio sequences, or any graphics separately from
     the accompanying text.
     Delete or alter any copyright, trademark, watermark, or other proprietary rights notices from
     copies of materials from this site.

You must not access or use for any commercial purposes any part of the Services or any services or
materials available through the Services.

If you wish to make any use of material on the Services other than that set out in this section, please
address your request to the contact information listed below.


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If you print, copy, modify, download, or otherwise use or provide any other person with access to any
part of the Services in breach of the Terms of Use, your right to use the Services will stop immediately
and you must, at our option, return or destroy any copies of the materials you have made. No right,
title, or interest in or to the Services or any content on the Services is transferred to you, and all rights
not expressly granted are reserved by the Company. Any use of the Services not expressly permitted
by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and
other laws.
Trademarks
The Company name, logo, and all related names, logos, product and service names, designs, and
slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks
without the prior written permission of the Company. All other names, logos, product and service
names, designs, and slogans in the Services are the trademarks of their respective owners.
Changes to the Services
We may update the content on this Services from time to time, but its content is not necessarily
complete or up-to-date. Any of the material on the Services may be out of date at any given time, and
we are under no obligation to update such material.
Information About You and Your Visits to the Services
All information we collect through the Services is subject to our Privacy Policy. By using the Services,
you consent to all actions taken by us with respect to your information in compliance with the Privacy
Policy.

Other Terms and Conditions
Additional terms and conditions may also apply to specific portions, services, or features of the
Services. All such additional terms and conditions are hereby incorporated by this reference into these
Terms of Use.

Linking to the Services and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage
our reputation or take advantage of it, but you must not establish a link in such a way as to suggest
any form of association, approval, or endorsement on our part without our express written consent.

The Services may provide certain social media features that enable you to:
     Link from your own or certain third-party websites to certain content on this Services.
     Send emails or other communications with certain content, or links to certain content, on this
     Services.
     Cause limited portions of content of the Services to be displayed or appear to be displayed on
     your own or certain third-party websites.
You may use these features solely as they are provided by us. Subject to the foregoing, you must not:


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     Establish a link from any website that is not owned by you.
     Cause the Services or portions of it to be displayed on, or appear to be displayed by, any other
     site, for example, framing, deep linking, or in-line linking.
     Link to any part of the Services other than the homepage.
     Otherwise take any action with respect to the materials in the Services that is inconsistent with
     any other provision of these Terms.
The website from which you are linking, or on which you make certain content accessible, must
comply in all respects with the Content Standards set out in these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop.
We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our
discretion.
Links from the Services
If the Services contains links to other sites and resources provided by third parties, these links are
provided for your convenience only. This includes links contained in advertisements, including banner
advertisements and sponsored links. We have no control over the contents of those sites or resources
and accept no responsibility for them or for any loss or damage that may arise from your use of them.
If you decide to access any of the third-party websites linked to this Services, you do so entirely at your
own risk and subject to the terms and conditions of use for such websites.
Geographic Restrictions

The Services is owned and operated by a Singapore company. We make no representation that the
Services or its content is accessible or appropriate for use in all jurisdictions. Access to the Services
may be unlawful for certain individuals or in specific countries. If you choose to access the Services
from outside Singapore, you do so at your own initiative and are solely responsible for ensuring
compliance with applicable local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading
from the internet or the Services will be free of viruses or other destructive code. You are responsible
for implementing sufficient procedures and checkpoints to satisfy your particular requirements for
anti-virus protection and accuracy of data input and output, and for maintaining a means external to
our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL
NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK,
VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER
EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE
OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR
DOWNLOADING OF ANY MATERIAL SUBMITED ON IT, OR ON ANY WEBSITE LINKED TO IT.


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YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE
WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED
THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON
ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO
THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE.
WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE
COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS
OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED,
THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR
ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF
ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR
PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED
UNDER APPLICABLE LAW.

Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR
THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE
FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH
YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE
WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN
AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR
ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY
TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER
APPLICABLE LAW.
Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service
providers, and its and their respective officers, directors, employees, contractors, agents, licensors,
suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments,
awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating
to your violation of these Terms of Use or your use of the Services, including, but not limited to, your
User Contributions and User Generated Content, any use of the Services' content, services, and


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products other than as expressly authorized in these Terms of Use, or your use of any information
obtained from the Services.
Governing Law and Jurisdiction
All matters relating to the Services and these Terms of Use, and any dispute or claim arising therefrom
or related thereto (in each case, including non-contractual disputes or claims), shall be governed by
and construed in accordance with the internal laws of Singapore without giving effect to any choice or
conflict of law provision or rule (whether of Singapore or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Services
shall be instituted exclusively in the federal courts of the United States or the courts of the Singapore,
although we retain the right to bring any suit, action, or proceeding against you for breach of these
Terms of Use in your country of residence or any other relevant country. You waive any and all
objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Arbitration
At Company's sole discretion, it may require you to submit any disputes arising from these Terms of
Use or use of the Services, including disputes arising from or concerning their interpretation, violation,
invalidity, non-performance, or termination, to final and binding 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 applying Singapore law.
Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF
USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION
ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a
further or continuing waiver of such term or condition or a waiver of any other term or condition, and
any failure of the Company to assert a right or provision under these Terms of Use shall not constitute
a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to
be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the
minimum extent such that the remaining provisions of the Terms of Use will continue in full force and
effect.
Entire Agreement


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The Terms of Use constitute the sole and entire agreement between you and Nanonoble Pte. Ltd.
regarding the Services and supersede all prior and contemporaneous understandings, agreements,
representations, and warranties, both written and oral, regarding the Services.
Your Comments and Concerns
This website is operated by Nanonoble Pte. Ltd.
All feedback, comments, requests for technical support, and other communications relating to the
Services should be directed to: service@hailuoai.com.
Version History
November 28, 2024 update: Additional services are now covered by these Terms.

November 14, 2024 update: Updated website URL; forms of data generated; clarification on
intellectual property rights of the Services.

September 16, 2024 update: Clarified intellectual property rights related to User-Generated Content.