Terms of Service

These Terms of Service (the "Terms") form an agreement between you (the "Customer" or "you") and Mere Fusion ("we", "us", "our"), governing your access to and use of the "Tingchao" product and related services — including merefusion.com, the console at app.merefusion.com, and any implementation and support services provided alongside them (collectively, the "Service"). By registering, placing an order, clicking "Agree", or otherwise using the Service in any manner, you confirm that you have read, understood, and agreed to be bound by these Terms, together with the Privacy Policy, any order or contract executed between us, and the rules we publish from time to time on the console or marketing site. If you accept these Terms on behalf of a company, organization, or other entity, you represent and warrant that you are duly authorized to do so, and that the entity is bound by these Terms together with you. The Service is intended for business use and is not offered to minors under the age of 14.

The Service delivers AI-agent capabilities for enterprise content and customer operations on a SaaS basis, including (without limitation) intelligent customer support and conversation, content and creative generation, operational task orchestration, data dashboards, and APIs and open interfaces. We offer the Service in multiple editions (e.g. Starter, Pro, Enterprise — exact names follow the marketing site and order), which differ in functional scope, quotas, concurrency, SLAs, and support levels. Specifics follow the purchase page, product documentation, or order. Beyond subscription, we may provide implementation, custom development, model fine-tuning, or private deployment as extended services. The scope, deliverables, milestones, and acceptance criteria of such services are set in a separate order or statement of work (SOW); if an order conflicts with these Terms, the order controls. We may continue to iterate and release updates to keep the Service competitive. Without our prior written authorization, you may not transfer, sublease, resell, or otherwise share access to the Service, nor circumvent metering or allow parties beyond your authorized scope to use the Service.

Accounts: you must register with true, accurate, and complete information, and safeguard your credentials. All actions, configurations, and data under your account are deemed yours (or those of the entity you represent), and you are responsible for them. Authorized Accounts: to execute operational tasks you configure, you may need to authorize the Service to use third-party platform accounts you own (e.g. content publishing, e-commerce, social, or support platforms). You represent and warrant that: · You hold lawful operating rights or management authorization for each Authorized Account; · Your use complies with the target platform's terms, developer rules, and content compliance requirements; · You may withdraw authorization at any time, after which we will delete or anonymize the corresponding credentials within the timeframes set out in the Privacy Policy. Account security: if your account is misused, your credentials are leaked, or you observe abnormal risk, you must notify us immediately and take necessary measures. We will assist with mitigation but are not responsible for losses amplified by delayed notification.

Pricing: prices, billing dimensions (seats, agents, API calls, messages, token usage, etc.), and billing cycles (annual/monthly) for subscriptions and add-ons follow the marketing site or order. Unless the order states otherwise, listed prices are inclusive of tax (calculated at the rate applicable on the invoicing date). Payment and invoicing: settlement defaults to RMB and supports online payment and corporate bank transfer; available channels follow what the system supports. We issue VAT invoices in accordance with applicable laws, with the header and tax rate based on the information you provide at order time and the policy in effect on the invoicing date. Refunds: unless required by mandatory law or expressly agreed in an order, subscription fees paid for an activated service are non-refundable; for custom development and implementation services already underway, time and costs incurred are non-refundable. Late payment: if you fail to pay on time, we may, after reasonable notice, suspend or restrict the corresponding features, quotas, or account access, and charge interest on overdue amounts at a rate not exceeding the cap permitted by law.

Renewal reminders: we will send renewal reminders via console or email a reasonable period before expiry (typically when less than one month remains). Auto-renewal: by default, subscriptions do not auto-renew; the Service is automatically deactivated at the end of the term. If you opt in to auto-renewal on the purchase page, we will clearly display the billing rules and provide a self-service way to disable it in the console. Termination by you: you may stop renewal at any time during the term, with the Service ending at term-end. Early termination, including the treatment of paid but unconsumed amounts, follows the order and applicable law. Suspension or termination by us: we may suspend any or all features and terminate the Service, without being deemed in breach, in any of the following cases: (a) you materially breach these Terms, the Privacy Policy, or an order; (b) you engage in conduct prohibited by law, regulators, or the target platform; (c) a major security incident, force majeure event, or upstream dependency failure that cannot be resolved in the short term; (d) you fail to pay overdue amounts after reasonable notice. Data retention and export: after termination, we will retain Customer data for a reasonable period (by default no more than 30 calendar days) and provide an export channel. Data not exported within that window may be cleared or anonymized in accordance with the retention rules of the Privacy Policy. Where law requires longer retention, the statutory period applies.

Ownership: content, creative materials, configurations, published information, conversation and interaction records, and runtime logs that you produce or upload while using the Service (collectively, "Customer Data") remain yours. We process Customer Data only as necessary to deliver the Service, safeguard its security, and fulfill statutory obligations. Use boundaries: without your written consent, we will not use Authorized Account information, operational data, or End User information to train general-purpose large language models, nor for any purpose beyond your authorization. Privacy: the collection, use, sharing, cross-border transfer, retention, sub-processors, and security measures for personal information are governed by the Privacy Policy. Where these Terms and the Privacy Policy diverge on specifics of personal information processing, the Privacy Policy controls. Security and backup: we apply technical and organizational measures commensurate with the sensitivity of the data and, where feasible, provide backup and disaster-recovery capabilities. You should also maintain reasonable export and backup practices for your critical data on your side.

Our rights: the software, code, algorithms, models, user interfaces, documentation, trademarks, logos, brand identifiers, and other intellectual property associated with the Service are owned by us or the relevant rights holders. Except for the limited rights expressly granted here, you must not copy, modify, reverse engineer, decompile, redistribute, or build competing products derived from the Service without our prior written consent. License to you: during the subscription term, we grant you a revocable, non-exclusive, non-transferable, non-sublicensable right to use the Service solely for your or your represented entity's internal business purposes. Customer content license: for content and materials you upload to the Service, you represent that you own the relevant rights or have obtained valid authorization. You grant us a license, limited to what is necessary, to store, process, transmit, display, and send such content to perform the operational tasks you configure. Feedback: any suggestions, comments, or feedback you voluntarily provide may be used by us, without further compensation, to improve and evolve the product; this does not transfer your underlying intellectual property.

In using the Service, you represent and undertake that you will not: · Violate the laws and regulations of the People's Republic of China, regulatory requirements, or the rules of any target platform; · Use the Service for traffic fraud, fake engagement, promotion abuse, harassment marketing, misleading promotion, deceptive conversion, or other gray- or black-market activities; · Publish or distribute content that is political, pornographic, violent, terrorism-related, gambling- or drug-related, infringing of others' rights, or otherwise unlawful; · Fabricate identities, impersonate others, or engage in account trading via the Service; · Scan, scrape, exploit, stress-test, or otherwise interfere with the normal operation of the Service; · Circumvent, remove, or disrupt the Service's security mechanisms, access controls, metering, or rate limits; · Use the Service to provide training data, benchmarks, or other comparative inputs to competing products. Upon a violation, we may suspend or terminate the affected account without further notice, preserve logs and evidence, and cooperate with regulators, platforms, or rights holders to the extent appropriate. You are responsible for the resulting losses.

The Service includes capabilities that automatically generate replies, copy, interaction suggestions, audience selections, and other outputs via algorithms and large language models. Subject to the current state of AI technology, such outputs may be inaccurate, incomplete, or misaligned with your expectations — including "hallucinations" or outputs unsuitable for a specific business scenario. You acknowledge and agree that: · AI outputs do not constitute professional advice (including legal, medical, financial, or tax advice); · For key operational actions such as outbound messaging, paid promotion, bulk outreach, and order conversion, you should enable human review and retain appropriate compliance records; · As the party ultimately responsible for business decisions, you are responsible for assessing the suitability, compliance, and executability of AI outputs. We are not responsible for disputes or losses caused by your failure to conduct reasonable review. We will continue to improve model performance and provide review and guardrail tools, and share best practices to reduce risk within our ability — but we do not warrant the specific content, effect, or commercial conversion of AI outputs.

Availability: we will use commercially reasonable efforts to keep the Service available and to respond to faults promptly. Unless you and we sign a separate SLA or an order expressly specifies one, these Terms do not commit to any specific availability metric. Maintenance and changes: to safeguard security and stability, we may perform scheduled or emergency maintenance, upgrades, rollbacks, or feature changes. Scheduled maintenance is announced in advance via console or email; emergency maintenance may be communicated after the fact. We may also adjust feature modules, pricing strategies, or quota structures in response to policy, market, or technology changes, with reasonable advance notice for material adjustments. Third-party dependencies: parts of the Service rely on third-party platforms (e.g. cloud services, model providers, target social or e-commerce platforms, payment gateways, SMS gateways). Where a third-party platform restricts, interrupts, or terminates service due to policy, API changes, quota adjustments, security incidents, or force majeure, the corresponding features may be affected. We will make commercially reasonable efforts to find alternatives but bear no additional liability for unavailability caused by third parties. Force majeure: we are not liable for breach where the Service is wholly or partially unavailable due to events of force majeure — including war, natural disaster, public health events, regulatory orders, network outages, power failures, or upstream infrastructure incidents.

The Service is provided "as is" and "as available". To the maximum extent permitted by law, we make no express or implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, or error-free performance (without prejudice to mandatory legal protections). To the maximum extent permitted by law: · We are not liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, goodwill, data, business interruption, or business opportunity; · In any case, our aggregate liability to you under these Terms or the Service is capped at the fees you actually paid us in the 12 months preceding the event giving rise to the claim. If an order provides a more specific cap, the order controls. The foregoing limitations do not apply to losses caused by our willful misconduct or gross negligence, nor to liabilities that cannot be excluded or limited by mandatory law.

In connection with these Terms, non-public technical, commercial, customer, product, pricing, source code, data, and security-configuration information that one party (the "Recipient") receives from the other (the "Discloser") is the Discloser's confidential information. The Recipient shall: · Protect confidential information with no less care than it uses for its own information of equivalent importance; · Use confidential information only for the purpose of performing these Terms; · Disclose confidential information only to employees, affiliates, or sub-processors who need to know and are bound by equivalent confidentiality obligations; · Return or destroy the confidential information at the Discloser's request upon termination. Confidentiality obligations survive termination for five (5) years or any longer period required by law. Information is not confidential where it: (a) is or becomes publicly known through no breach by the Recipient; (b) is independently developed or lawfully obtained from a third party without confidentiality obligations; or (c) must be disclosed by law or a competent authority (with prior notice to the Discloser where possible).

We may amend these Terms in response to laws, regulatory requirements, product evolution, or business adjustments. Amended versions will be published on this page with the latest update date. For material changes (e.g. service scope, payment, limitations of liability, dispute resolution), we will provide reasonable advance notice via console announcement, email, or in-product notice. Continued use of the Service after the effective date constitutes acceptance of the amended Terms. If you do not agree, you should stop using the Service and handle your data and account in accordance with these Terms. These Terms, the Privacy Policy, rules published on the marketing site or console, and any order, contract, or SOW signed between you and us together constitute the entire agreement. In case of conflict, the order of precedence is: signed order/contract > these Terms > Privacy Policy > other rules; for personal information processing matters, the Privacy Policy controls.

These Terms are governed by the laws of the People's Republic of China (excluding the laws of Hong Kong SAR, Macao SAR, and Taiwan). Any dispute arising from or in connection with these Terms shall first be resolved through good-faith negotiation. If negotiation fails, either party may bring an action before the competent People's Court at our domicile, unless an order or contract specifies an alternative mechanism (such as arbitration), in which case that mechanism applies. If any provision of these Terms is held invalid or unenforceable for any reason, the remaining provisions remain in force.

For questions, suggestions, or complaints regarding these Terms, or to discuss commercial, compliance, or security matters, please contact us: · Email: contact@merefusion.cn · Company: Mere Fusion We will respond within a reasonable timeframe.