AutoWhisper Terms of Service

Last Updated: January 19, 2025

Effective Date: January 19, 2025

1. Definitions

Unless otherwise specified in these Terms, the following terms have the meanings set forth below:

• "AutoWhisper," "We," "Us," "Our," "Platform": Refers to AutoWhisper (Shanghai) Information Technology Co., Ltd. and its affiliates, employees, agents, and suppliers.
• "You," "Your," "User": Refers to any individual, business, organization, or institution accessing, registering for, testing, or using the Services, including authorized personnel acting on behalf of such user. If you accept these Terms on behalf of a business or organization, you represent and warrant that you have the authority to bind that entity to these Terms.
• "Services": Refers to all products and services provided by AutoWhisper through the website (autowhisper.xyz), mobile applications, APIs, or other means, including but not limited to AI video generation, content editing, multi-platform publishing, and advertising account setup assistance.
• "User Content": Refers to all information, text, images, audio, video, data, and other materials that you upload, input, submit, or otherwise provide to the Services.
• "Generated Content": Refers to videos, text, images, audio, and other output content generated through our AI technology based on your User Content.
• "Tokens": Refers to the virtual measurement units in our Services used to quantify your service usage.

2. User Eligibility and Account

2.1 User Eligibility

To use the Services, you must:

• Be at least 18 years old and have full legal capacity, or have obtained consent from your legal guardian;
• Have the legal qualifications and capacity to enter into and perform these Terms;
• Not have been suspended or terminated from the Services;
• Comply with the laws of the People's Republic of China and applicable laws in your jurisdiction.

2.2 Account Security

• You must properly safeguard your account information, including username, password, and API keys. You are fully responsible for all activities under your account, whether or not authorized by you.
• If you discover unauthorized access to your account or other security breaches, you must notify us immediately.
• Account sharing, transfer, or sale is prohibited. If you are a business user, you may authorize your employees or partners to use the Services, but you remain fully responsible for their actions.

3. Service Description

3.1 Service Overview

AutoWhisper is an artificial intelligence-powered marketing content generation and distribution platform. Users can quickly generate multilingual videos with real-person voiceovers, subtitles, and audio by inputting product descriptions, website links, competitor information, or other materials, and publish them to multiple social media platforms with one click.

3.2 Plans and Features

We offer various service plans, including Free, Premium, Team, and others. The specific features, Token quantities, pricing, and limitations of each plan are subject to the latest information published on our official website at https://autowhisper.xyz.

3.3 Third-Party Integrations

Our Services integrate third-party technologies and platforms, including but not limited to:

• AI model providers (e.g., HeyGen, OpenAI, Anthropic)
• Social media platforms (e.g., X/Twitter, Facebook, Instagram, YouTube, Xiaohongshu, Douyin, TikTok, WeChat Channels)
• Cloud storage services (e.g., Cloudflare R2)

We are not responsible for the availability, accuracy, security, or legality of third-party services. Use of third-party services is subject to their respective terms of service.

3.4 Service Availability

We strive to maintain high service availability, but we do not guarantee that the Services will be uninterrupted, timely, secure, or error-free. Services may be temporarily interrupted due to maintenance, upgrades, force majeure, or other reasons.

4. Paid Services and Subscriptions

4.1 Subscription Plans

Certain Services require you to subscribe to a paid plan ("Subscription"). By subscribing, you agree to:

• Pay the applicable fees for your selected plan;
• Authorize us to store your payment method information and automatically charge your payment method for each subscription period;
• The subscription period and pricing will be clearly displayed at the time of purchase.

4.2 Automatic Renewal

Your Subscription will automatically renew until you cancel it or the Subscription is terminated. Upon renewal:

• We will automatically charge your payment method at the then-current price before the end of your current subscription period;
• The renewal period will be the same as your initial subscription period (monthly or annual);
• You may cancel automatic renewal at any time through your account settings. After cancellation, you will continue to have access to the Services until the end of your current period, but we will not refund any fees already paid.

4.3 Price Adjustments

We reserve the right to adjust service pricing at any time. For price increases:

• The price for your current subscription period will remain unchanged;
• We will notify you of the change at least 30 days in advance via email, platform announcement, or other means;
• The new price will take effect in your next subscription period. If you do not agree to the new price, you may cancel your subscription before the end of the current period.

4.4 Payment Processing

• You represent and warrant that you have the right to use any payment method you submit and authorize us to charge such payment method;
• If a payment fails, we may: (a) suspend your access to the Services until payment is received; or (b) update your payment information through third parties (e.g., your bank);
• All prices are in Chinese Yuan (CNY) and include applicable taxes (if any).

4.5 Token Usage Rules

• Tokens are valid for 12 months after purchase. Expired unused Tokens will automatically become invalid and non-refundable;
• If your usage exceeds the Tokens included in your plan, we will charge overage fees according to the rates published on our website and automatically charge your payment method;
• Tokens are non-transferable and cannot be exchanged for cash.

4.6 Refund Policy

In all other cases, fees paid are non-refundable, except:

• Where required by law;
• If we terminate your Services for our own reasons (not due to your violation), we will refund your prepaid unused fees;
• At our sole discretion.

4.7 Advertising Account Setup Assistance

The Team Plan includes "Assistance with ad account setup, including $300 advertising credits" service, with the following details:

• Service Content: We will assist you in opening a business advertising account on mainstream advertising platforms (such as Google Ads, Meta Ads, etc., specific platform determined based on your needs) and provide $300 in advertising credits;
• Application Process: After purchasing the plan, please contact our customer service team to submit your business materials. We will complete the initial review and initiate the account opening process within 5 business days;
• Disclaimers:
  • Account opening requires approval from the advertising platform, and we do not guarantee approval;
  • If approval fails due to inaccurate, incomplete, or non-compliant materials provided by you, we bear no responsibility;
  • The specific usage rules and validity period of advertising credits are subject to the advertising platform's policies;
  • We make no guarantees regarding advertising performance (e.g., click-through rates, conversion rates, ROI).
• "Can generate approximately 100 potential customer forms or inquiries" is an estimate. Actual results depend on various factors including your product, target audience, ad creative, and campaign strategy. We do not guarantee this quantity will be achieved.

5. License Grant and Restrictions

5.1 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services. You may not sublicense this license to any third party.

5.2 Usage Restrictions

Except as expressly permitted by these Terms, you may not:

• Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to extract source code from the Services;
• Rent, lease, sell, redistribute, or otherwise commercialize the Services (except using Generated Content for your own commercial purposes);
• Create competing products or services, or use the Services for benchmarking purposes;
• Use automated tools (e.g., crawlers, bots) to access or extract data from the Services, unless expressly authorized by us;
• Circumvent, disable, or interfere with security features or technical protection measures of the Services;
• Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices on the Services.

6. Prohibited Conduct

6.1 Illegal or Infringing Content

You may not submit, upload, generate, or distribute User Content or Generated Content containing:

• Illegal Content: Content violating laws of the People's Republic of China or applicable laws in your jurisdiction;
• Intellectual Property Infringement: Content infringing others' copyrights, trademarks, patents, trade secrets, or other intellectual property rights (e.g., unauthorized use of others' images, videos, music, brand marks);
• Privacy or Publicity Rights Violations: Unauthorized use of others' names, likenesses, voices, or personal information;
• False or Misleading Content: Including false advertising, fraudulent information, deepfakes used for impersonation, scams, or deception;
• Defamatory, Insulting, or Harassing Content: Offensive, insulting, threatening, or harassing content directed at individuals or groups.

6.2 Harmful or Inappropriate Content

• Pornographic or Sexually Suggestive Content: Including but not limited to nudity, sexual acts, sexual suggestions, or sexual exploitation;
• Violent or Graphic Content: Content depicting, glorifying, or inciting violence, self-harm, or abuse;
• Hate Speech: Content inciting hatred, discrimination, or violence based on race, ethnicity, religion, gender, sexual orientation, disability, or other protected characteristics;
• Child-Inappropriate Content: Inappropriate content targeting minors or exploiting minors;
• Dangerous or Harmful Activities: Promoting or instructing illegal drug use, suicide, terrorism, weapons manufacturing, or other dangerous activities.

6.3 Political and Propaganda Content (PRC Law Requirements)

• Content endangering national security, disclosing state secrets, subverting state power, or undermining national unity;
• Content harming national honor and interests;
• Content inciting ethnic hatred or discrimination, or undermining ethnic unity;
• Content undermining state religious policies or promoting cults and feudal superstitions;
• Content spreading rumors, disrupting social order, or undermining social stability;
• Unauthorized political propaganda, election activities, or lobbying content.

6.4 Service Abuse

• Impersonation: Unauthorized impersonation of any person or organization, or false representation of your relationship with others;
• Spam: Sending unsolicited bulk messages, advertisements, promotions, or other spam;
• Malware: Uploading or distributing viruses, trojans, malicious code, or other harmful programs;
• Service Interference: Interfering with, disrupting, or attempting unauthorized access to the Services, servers, networks, or databases;
• Excessive Use: Imposing unreasonable loads on the Services through automated means or otherwise;
• Fraudulent Conduct: Using false information to register, obtain benefits fraudulently, request malicious refunds, or engage in other fraud.

6.5 Special Requirements for AI-Generated Content

• Disclosure Required: When distributing, publishing, or otherwise presenting Generated Content to the public, you must clearly and conspicuously indicate that the content was AI-generated and not mislead others into believing it was entirely human-created (as required by applicable laws and regulations);
• No Impersonation: You may not use Generated Content to impersonate real individuals making statements, endorsements, or engaging in other conduct that could mislead the public;
• Fact-Checking Responsibility: AI-generated content may contain inaccurate, outdated, or fictional information. You are responsible for fact-checking before use. We are not responsible for the accuracy of Generated Content.

7. Intellectual Property and Content License

7.1 Our Intellectual Property

The Services and all their components (including but not limited to software, code, algorithms, models, interface design, trademarks, logos, text, images) are owned by us or our licensors and protected by intellectual property rights. You may not use, copy, or otherwise exploit our intellectual property without our prior written consent.

7.2 Your User Content Ownership

You retain ownership of your User Content. You represent and warrant that:

• You own or have obtained all rights, licenses, consents, and permissions necessary to submit User Content;
• Your User Content does not infringe any third party's intellectual property, privacy, publicity, or other rights;
• You have the right to grant the license described in Section 7.3 below.

7.3 License You Grant to Us

By submitting User Content to the Services, you grant us a worldwide, royalty-free, non-exclusive, transferable, sublicensable, and irrevocable license to:

• Access, use, store, reproduce, modify, adapt, process, transmit, display, and distribute your User Content to operate, provide, improve, and promote the Services;
• Use User Content to train and improve our AI models and machine learning systems;
• Create derivative works of User Content (i.e., Generated Content).

This license survives termination of these Terms.

7.4 Generated Content Ownership

• You own the Generated Content and may use it for any commercial or non-commercial purposes (subject to restrictions in Section 6);
• To the extent permitted by law, we assign to you any rights we may have in the Generated Content;
• Generated Content may not be unique. Due to the nature of AI technology, other users may generate similar or substantially identical content. We do not transfer any rights in other users' generated content to you;
• If Generated Content contains third-party materials (e.g., HeyGen avatars, music library tracks), you must comply with the third party's terms of use.

7.5 Content Review and Removal

We reserve the right (but have no obligation) to review, screen, edit, or remove any User Content or Generated Content at any time without prior notice or liability. If content violates these Terms or applicable law, we will immediately remove it and may suspend or terminate your account.

8. Disclaimers and Limitation of Liability

9. Data and Privacy Protection

We highly value your privacy and data security. For information on how we collect, use, store, and protect your personal information, please refer to our Privacy Policy.

9.1 Data Processing

• We commit to complying with the Personal Information Protection Law of the People's Republic of China, the Data Security Law, the Cybersecurity Law, and other applicable data protection laws;
• Your User Content and Generated Content will be stored on servers located in the People's Republic of China or on cloud service providers we commission domestically or internationally;
• We will take reasonable technical and administrative measures to protect your data security, but cannot guarantee absolute security.

9.2 Third-Party Personal Information

If your User Content contains third-party personal information (e.g., customer names, photos, contact information), you represent and warrant that you have obtained lawful authorization from such third parties, and agree to assume full legal responsibility for any consequences arising from failure to obtain authorization or exceeding the scope of authorization, and to indemnify us for any losses we suffer as a result.

9.3 Data Retention and Deletion

• We will retain your data for as long as necessary to provide the Services and as required by laws and regulations;
• You may delete your User Content and Generated Content at any time through your account settings;
• After account termination, we will delete your data within a reasonable time (typically within 30 days), unless required by law to retain it.

10. Service Changes, Suspension, and Termination

10.1 Service Changes

We reserve the right to modify, suspend, or discontinue all or part of the Services' features at any time, including but not limited to:

• Adjusting service features, characteristics, or interface;
• Changing technical specifications or performance parameters of the Services;
• Adding, removing, or replacing third-party integrations.

For significant changes, we will make reasonable efforts to notify you in advance, but we are not liable for any losses caused by service changes.

10.2 Suspension or Restriction of Services

We may suspend or restrict your access to the Services in the following circumstances:

• You violate these Terms or our other policies;
• We reasonably suspect your account has security risks or abnormal activity;
• Your payment fails or your account is in arrears;
• System maintenance, upgrades, or emergencies;
• As required by laws, regulations, or government authorities.

10.3 Your Termination

You may terminate the Services at any time by:

• Canceling your subscription in account settings (if applicable);
• Stopping use of the Services and deleting your account;
• Sending written notice to xnjiang@qumge.com.

After termination, you will lose access to your account and data, and we will not refund any fees already paid (unless otherwise specified in these Terms).

10.4 Our Termination

We may immediately terminate your account and service access without prior notice in the following circumstances:

• You seriously or repeatedly violate these Terms;
• You engage in fraudulent, illegal, or seriously inappropriate conduct;
• Required by law or government order;
• We reasonably believe your actions may cause legal liability or reputational harm to us or third parties.

For termination due to your violation, we will not refund any fees, and you must still pay all outstanding amounts.

If we terminate the Services for our own reasons (not due to your breach), we will refund your prepaid unused fees (pro-rated).

10.5 Effects of Termination

Regardless of termination reason:

• Your access to the Services immediately terminates;
• You must stop using the Services and all Generated Content (if terminated for violation);
• We may (but are not obligated to) delete your User Content and Generated Content;
• Provisions of these Terms that by their nature should survive termination shall continue to be effective, including but not limited to: intellectual property provisions, disclaimers, limitation of liability, indemnification, and dispute resolution.

11. Dispute Resolution and Governing Law

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the People's Republic of China (excluding its conflict of laws rules).

11.2 Negotiation

Any dispute arising from or related to these Terms shall first be resolved through friendly negotiation. You should send a dispute notice to xnjiang@qumge.com, and we will respond within 15 business days of receiving the notice.

The parties agree to engage in good-faith negotiations for at least 30 days before initiating formal legal proceedings. During this period, any applicable statute of limitations shall be tolled.

11.3 Jurisdiction

If negotiation fails, the parties agree to submit the dispute to a people's court with jurisdiction at the domicile of AutoWhisper (Shanghai) Information Technology Co., Ltd.

11.4 Arbitration (Optional)

By mutual written agreement, disputes may also be submitted to the Shanghai Arbitration Commission for arbitration in accordance with its then-current arbitration rules. The arbitral award shall be final and binding on both parties. Arbitration costs shall be borne by the losing party or determined by the arbitral tribunal based on the specific circumstances of the case.

11.5 No Class Actions

You agree to bring claims against us only in your individual capacity, and not as a plaintiff or class member in any class action, class arbitration, or representative proceeding. Unless otherwise agreed in writing, arbitrators or courts may not consolidate multiple persons' claims or preside over any form of class action.

11.6 Injunctive Relief

You agree that a breach of these Terms may cause irreparable harm to us for which monetary damages would be inadequate. Therefore, we shall be entitled to seek injunctive relief or other equitable relief without posting a bond or proving damages.

12. General Provisions

12.1 Entire Agreement

These Terms, together with our Privacy Policy and other policies we expressly incorporate, constitute the entire agreement between you and us regarding the Services and supersede any prior or contemporaneous oral or written agreements, communications, or understandings. Any oral promises or agreements are void.

12.2 Amendments to Terms

We reserve the right to modify these Terms at any time. When modified:

• We will update the "Last Updated" date at the top of the page;
• For material adverse changes (e.g., expanding our rights or reducing yours), we will notify you at least 30 days in advance by email, platform announcement, or other reasonable means;
• Other modifications will take effect immediately upon posting;
• Your continued use of the Services after modifications take effect constitutes acceptance of the modified Terms. If you do not agree to the modifications, you must immediately stop using the Services.

12.3 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, such provision shall be modified to the extent possible to reflect the parties' intent, and the remaining provisions shall continue in full force and effect.

12.4 Waiver

Our failure to exercise or delay in exercising any right or remedy under these Terms does not constitute a waiver of that right or remedy. Any single or partial exercise of a right does not preclude any other or further exercise of that right or any other right. Any waiver must be in writing and signed by our authorized representative to be effective.

12.5 Assignment

Without our prior written consent, you may not assign or delegate any rights or obligations under these Terms, and any unauthorized assignment or delegation shall be null and void. We may assign these Terms to any affiliate or successor in connection with a merger, acquisition, or sale of all or substantially all of our assets, or as part of a corporate reorganization, without your consent.

12.6 Force Majeure

We shall not be liable if a force majeure event prevents us from performing our obligations under these Terms. Force majeure events include but are not limited to:

• Natural disasters (earthquakes, floods, typhoons, fires, etc.);
• War, terrorism, riots, civil unrest, strikes;
• Government actions, changes in laws and regulations, expropriation;
• Cyberattacks, power outages, telecommunications failures;
• Third-party service provider outages;
• Other events beyond our reasonable control and unforeseeable.

In the event of force majeure, we will make reasonable efforts to notify you and restore the Services.

12.7 Independent Relationship

Your relationship with us is that of independent contractors. These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship.

12.8 Third-Party Beneficiaries

Except as expressly provided in these Terms, these Terms do not confer any rights or remedies upon any third party.

12.9 Language

These Terms are written in Chinese. Any other language versions are for reference only. In case of any conflict or inconsistency, the Chinese version shall prevail.

12.10 Feedback and Suggestions

If you provide us with any feedback, comments, suggestions, or improvement ideas regarding the Services ("Feedback"), you grant us a worldwide, royalty-free, perpetual, irrevocable, sublicensable right and license to use, reproduce, modify, create derivative works from, publish, display, and distribute such Feedback in any manner without any compensation to you or further consent from you.