SUNWÆE TERMS OF SERVICE

AGREEMENT TO TERMS

Last updated: 2026-05-28

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Sunwaee Inc. (“Company,” “we,” “us,” or “our”), concerning your access to and use of the SUNWÆE website (https://sunwaee.com) as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Site” or the “Services”).

You agree that by accessing the Site and Services, you have read, understood, and agreed to be bound by all of these Terms and Conditions. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Terms and Conditions are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Age Requirement. The Site is intended for users who are at least 18 years of age. By accessing or using the Site, you represent and warrant that you are at least 18 years old. The Site is not directed to, and may not be used by, anyone under the age of 18.

INTELLECTUAL PROPERTY RIGHTS

Our Intellectual Property. Unless otherwise indicated, the Site and Services are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only.

AI-Generated Content & Ownership. Through your use of the Services, you may provide input (e.g., prompts, text, or files) to be processed by various Large Language Models (“LLMs”) and tools, and receive output generated by these models (collectively, “Output”).

  1. Your Input: You retain all ownership rights in the input you provide to the Services.
  2. Output: As between you and Sunwaee Inc., and to the extent permitted by applicable law and the terms of our third-party providers, you own the Output generated by the Services. Sunwaee Inc. hereby assigns to you all its right, title, and interest, if any, in and to the Output.
  3. Third-Party Terms: You acknowledge that the Output is generated by third-party AI models (such as those provided by OpenAI, Anthropic, Google, etc.). Your ownership of and rights to the Output are subject to the specific terms of service and intellectual property policies of the respective third-party provider that generated the Output.

Limited License. Provided that you are eligible to use the Site, you are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Site and the Content solely for your personal or internal business purposes. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Feedback. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

USER REPRESENTATIONS

By using the Site and Services, you represent and warrant that:

  1. All registration information you submit will be true, accurate, current, and complete.
  2. You will maintain the accuracy of such information and promptly update such registration information as necessary.
  3. You have the legal capacity and you agree to comply with these Terms and Conditions.
  4. You are at least 18 years of age.
  5. You are not accessing the Site on behalf of, or permitting its use by, anyone under 18 years of age.
  6. You will not access the Site through automated or non-human means, whether through a bot, script, or otherwise, except where expressly permitted by Sunwaee Inc. for API use or specific developer tools.
  7. You will not use the Site for any illegal or unauthorized purpose.
  8. Your use of the Site will not violate any applicable law or regulation.
  9. Compliance with AI Policies: You will not use the Services to generate content that violates the usage policies, safety guidelines, or community standards of the third-party LLM providers (such as OpenAI, Anthropic, or Google) accessed through our interface.
  10. Non-Adversarial Use: You will not attempt to "jailbreak," bypass safety filters, or engage in prompt injection attacks designed to circumvent the operational constraints of the LLMs or the Site's infrastructure.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

USER REGISTRATION

You may be required to register with the Site to access certain features, models, or tools. We use passwordless sign-in (a one-time link sent to your email, or Google sign-in). You are responsible for maintaining the security of your email account and any sign-in method connected to your account, and for all use of your account.

Account Security. You are responsible for all activities that occur under your account. You agree to notify us immediately at [email protected] if you discover or otherwise suspect any security breaches related to the Site or your account, including any unauthorized access to or use of your account.

Account Limits. To ensure fair access to LLM resources, you agree not to create multiple accounts for the purpose of circumventing usage limits, abusing free-trial or free-tier usage, or otherwise manipulating the Site’s resource allocation. We reserve the right to terminate any accounts found to be in violation of this policy.

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

  1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  2. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  3. Use the Site to advertise or offer to sell goods and services.
  4. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  5. Engage in unauthorized framing of or linking to the Site.
  6. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  7. Make improper use of our support services or submit false reports of abuse or misconduct.
  8. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  9. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  10. Attempt to impersonate another user or person or use the username of another user.
  11. Sell or otherwise transfer your profile.
  12. Use any information obtained from the Site in order to harass, abuse, or harm another person.
  13. Competitive Use: Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
  14. Model Distillation: Use the Site, its Content, or its Output to develop, train, or improve any artificial intelligence or machine learning models that compete with the Services or the third-party providers we aggregate.
  15. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  16. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
  17. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
  18. Delete the copyright or other proprietary rights notice from any Content.
  19. Copy or adapt the Site’s software, including but not limited to HTML, JavaScript, or other code.
  20. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party’s uninterrupted use and enjoyment of the Site.
  21. Adversarial Prompting: Use the Services to engage in "jailbreaking," prompt injection attacks, or any other attempt to bypass the safety filters and operational constraints of the LLMs provided through our interface.
  22. Abuse of Resources: Use the Site in a manner that results in excessive or disproportionate use of our AI usage allowance or computing resources, as determined by us in our sole discretion.
  23. Harmful Content: Use the Site to generate content that promotes illegal activities, sexual violence, child exploitation, self-harm, or the creation of weapons or hazardous materials.
  24. Use the Site in a manner inconsistent with any applicable laws or regulations.

USER GENERATED CONTRIBUTIONS

Through the Services, you may create, submit, upload, or transmit content and materials to us or through the Site — including but not limited to prompts, text, AI-generated outputs, notes, tasks, files, chat logs, writings, images, audio, comments, suggestions, or personal information (collectively, “Contributions”).

Your Contributions are private to your account by default and are not visible to other users. Only Contributions you explicitly choose to share (where and when such sharing features are made available) may become viewable by others; any Contributions you choose to make public may be treated as non-confidential. When you create or make available any Contributions, you thereby represent and warrant that:

  1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms and Conditions.
  3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of such person to enable inclusion and use of your Contributions.
  4. Your Contributions are not false, inaccurate, or misleading.
  5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  8. Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
  9. Your Contributions do not violate any applicable law, regulation, or rule.
  10. Your Contributions do not violate the privacy or publicity rights of any third party.
  11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
  12. Your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  14. AI Policy Compliance: Your Contributions (including the prompts you use and the resulting AI outputs you share) do not violate the usage policies of the third-party AI providers (e.g., OpenAI, Anthropic, Google) integrated into the Site.
  15. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms and Conditions, or any applicable law or regulation.
  16. Any use of the Site in violation of the foregoing violates these Terms and Conditions and may result in, among other things, termination or suspension of your rights to use the Site.

CONTRIBUTION LICENSE

By submitting your Contributions to the Site (including prompts, files, notes, tasks, and chat logs), you grant, and you represent and warrant that you have the right to grant, to us a non-exclusive, royalty-free, worldwide license to host, store, copy, reformat, transmit, and process such Contributions solely as necessary to operate, secure, and provide the Services to you (including transmitting them to the third-party AI providers needed to generate a response). This license ends when you delete the relevant Contributions or your account, except to the extent we are required to retain limited records as described in our Privacy Policy.

Scope of License. This license includes the right for us to:

  1. Process Content: Send your Contributions to the third-party AI providers you select (such as OpenAI, Anthropic, Google, and xAI) as necessary to provide the Services.
  2. Service Improvement: Use aggregated or de-identified usage information (not the content of your private Contributions) to improve our user interface, routing logic, and platform functionality. We do not use your private Contributions to train our own AI models.

Ownership. We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site.

Responsibility and Waiver. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

Management of Content. We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

SOCIAL MEDIA

As part of the functionality of the Site, you may (at your option) link your SUNWÆE account with accounts you have with third-party service providers (each such account, a “Third-Party Account”) to enable specific tools or features.

Linking Requirements. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations.

Our Access. By granting us access to any Third-Party Accounts, you understand that:

  1. Access to Content: We may access and store (if applicable) content from your Third-Party Account (e.g., documents, code, or data) so that it is available for use within the Services.
  2. Privacy Settings: Depending on the Third-Party Accounts you choose and subject to the privacy settings you have set in such accounts, personally identifiable information may be available through your SUNWÆE account.

Relationships with Third Parties. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.

We make no effort to review any third-party content for accuracy, legality, or non-infringement, and we are not responsible for any content originating from a Third-Party Account.

Deactivation. You can disconnect any Third-Party Account at any time through your account settings. When you do, we instruct our integration provider to revoke the associated access tokens and we delete the local connection record. Content you have already saved into the Services (for example, a file you imported) remains until you delete it.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Services (“Submissions”) provided by you to us are non-confidential and shall become our sole property.

Sunwaee Inc. shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

THIRD-PARTY SERVICES, MODELS, AND CONTENT

The Site provides access to third-party services, including but not limited to Large Language Models (“LLMs”), artificial intelligence models, APIs, and various software tools (collectively, “Third-Party Services”). The Site may also contain links to other websites (“Third-Party Websites”) as well as articles, text, graphics, and other content belonging to or originating from third parties (“Third-Party Content”).

No Monitoring or Accuracy Checks. Such Third-Party Services, Websites, and Content are not investigated, monitored, or checked for accuracy, appropriateness, completeness, or safety by us. We are not responsible for any Third-Party Services or Content accessed through the Site, including the reliability, accuracy, offensiveness, bias, hallucinations, or privacy practices of the AI models or websites provided.

No Endorsement. The inclusion of, linking to, or permitting the use of any Third-Party Services (such as GPT-4, Claude, or Gemini) does not imply approval or endorsement thereof by Sunwaee Inc. If you decide to use these Third-Party Services, you do so at your own risk.

Adherence to Third-Party Terms. By using Third-Party Services through our interface, you acknowledge that you may also be subject to the terms of service and usage policies of those third parties (e.g., OpenAI’s Usage Policy, Anthropic’s Terms of Service). It is your responsibility to review and comply with these external policies.

Purchases and Liabilities. Any purchases you make through Third-Party Websites are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered by third parties, and you shall hold Sunwaee Inc. harmless from any harm or losses sustained by you relating to or resulting from any Third-Party Services, AI-generated outputs, or contact with Third-Party Websites.

SITE MANAGEMENT

We reserve the right, but not the obligation, to:

  1. Monitor for Violations: Monitor the Site and Services for violations of these Terms and Conditions and our safety guidelines.
  2. Legal Action: Take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities.
  3. Content Control: In our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof.
  4. Resource Management: In our sole discretion and without limitation, notice, or liability, remove from the Site or otherwise disable all files and content that are excessive in size, consume disproportionate computational resources, or are in any way burdensome to our systems or the APIs of our third-party providers.
  5. Usage Limits: Modify or limit your access to certain LLMs or tools if your usage exceeds reasonable limits or threatens the stability of the platform.
  6. General Protection: Otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy https://sunwaee.com/privacy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms and Conditions. Please be advised the Site is hosted in Canada, and that your Service Content is transmitted to the third-party AI providers and service providers described in our Privacy Policy. Most are located in the United States; in addition, certain optional AI models (DeepSeek and Moonshot) are operated by providers in China, and manually selecting one of those models transfers your prompt content for that request to China. Our automatic ("Sun") model option does not route requests to these China-based providers.

If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Canada, then through your continued use of the Site, you are transferring your data to Canada and to our service providers (including in the United States and, for certain manually-selected AI models, China), and you expressly consent to have your data transferred to and processed in those locations.

DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY

Notifications. We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”).

A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  2. Identification of the copyrighted work claimed to have been infringed.
  3. Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material (e.g., a URL or content identifier).
  4. Information reasonably sufficient to permit us to contact the complaining party (address, phone number, and email).
  5. A statement that the complaining party has a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law.
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner.

Counter Notification. If you believe your own material was removed from the Site by mistake or misidentification, you may submit a written Counter Notification to our Designated Copyright Agent.

To be effective, your Counter Notification must include:

  1. Identification of the material that has been removed and its previous location.
  2. A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if outside the USA, the judicial district in which we are located).
  3. A statement that you will accept service of process from the party that filed the Notification.
  4. Your name, address, and telephone number.
  5. A statement under penalty of perjury that you have a good faith belief that the material was removed as a result of mistake or misidentification.
  6. Your physical or electronic signature.

Designated Copyright Agent. Sunwaee Inc. Attn: Copyright Agent 138 Downes Street, 4608, ON M5E 0E4, Toronto, Canada | Email: [email protected]

COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please notify us immediately using the contact information provided in the DMCA section above.

Repeat Offender Policy. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeated infringement.

TERM AND TERMINATION

These Terms and Conditions shall remain in full force and effect while you use the Site and Services.

Our Right to Terminate. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION.

WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

Effect of Termination. If we terminate or suspend your account for any reason:

  1. Re-Registration Prohibited: You are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
  2. Forfeiture of Paid Time: Any remaining paid subscription time associated with your account at the time of termination for cause (e.g., violation of these Terms) shall be forfeited and is non-refundable. SUNWÆE does not sell prepaid credits; access is provided through a subscription with a monthly usage allowance.
  3. Data Access: We are under no obligation to provide you with a copy of your chat history, prompts, or generated outputs following the termination of your account.

Legal Action. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

Modifications. We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Services.

AI Model Availability. As an aggregator of third-party AI models and tools, you acknowledge that the availability of specific LLMs (e.g., GPT-4o, Claude 3.5, etc.) is dependent on the uptime and service status of our third-party providers. We reserve the right to remove, replace, or update any AI models or tools available on the Site at any time based on provider availability, technical requirements, or cost considerations.

Interruptions. We cannot guarantee the Site and the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Services during any downtime or discontinuance of the Site or the Services. Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or the Services or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms and Conditions and your use of the Site and Services are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law principles.

You agree that any legal action or proceeding between you and Sunwaee Inc. shall be brought exclusively in the courts located in Toronto, Ontario, Canada, and you hereby consent to the personal jurisdiction and venue of such courts.

DISPUTE RESOLUTION

Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration. If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the International Centre for Dispute Resolution Canada (ICDR Canada) or the equivalent rules of the Ontario Arbitration Act. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.

Except where otherwise required by the applicable rules or law, the arbitration will take place in Toronto, Ontario, Canada.

Restrictions. The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law:

  1. No arbitration shall be joined with any other proceeding;
  2. There is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and
  3. There is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration. The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration:

  1. Any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party;
  2. Any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and
  3. Any claim for injunctive relief.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNIFICATION

You agree to defend, indemnify, and hold Sunwaee Inc. harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:

  1. Your Contributions (including prompts and AI-generated outputs);
  2. Your use of the Site and Services;
  3. Your breach of these Terms and Conditions;
  4. Any breach of your representations and warranties set forth in these Terms and Conditions;
  5. Your violation of the rights of a third party, including but not limited to intellectual property rights; or
  6. Any overt harmful act toward any other user of the Site or the third-party AI providers we aggregate.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the Site, as well as data relating to your use of the Site (such as chat history). Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site.

You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption. We recommend that you maintain your own backups of important prompts or AI-generated outputs.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS

These Terms and Conditions and any policies or operating rules posted by us on the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.

We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part is deemed severable and does not affect the validity and enforceability of any remaining provisions.

There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Sunwaee Inc.
138 Downes Street
4608
M5E 0E4
Toronto, Ontario
Canada
Email: [email protected]