Legal document

iCupid TERMS OF USE

1. Introduction and Acceptance

These Terms of Use (“Terms”) form a legally binding agreement between you and Happy Corner HK Limited, a company incorporated in Hong Kong under company number 74069484, with its registered office at 12/F, Hang Seng Causeway Bay Building, 28 Yee Wo Street, Causeway Bay, Hong Kong (“Company”, “iCupid”, “we”, “us” or “our”).

These Terms govern your access to and use of:

• the iCupid mobile application;
• the iCupid website;
• artificial intelligence-powered tools and features provided through iCupid;
• subscriptions, credits, digital entitlements and other paid products;
• customer support, safety and account-management services; and
• any related software, content, functionality or service that refers to these Terms,

collectively, the “Service”.

Please read these Terms, our Privacy Policy, any Personal Information Collection Statement, AI processing notice, purchase terms and other notices displayed to you carefully.

By tapping “Agree”, “Accept and Continue”, creating an account, accessing the Service, submitting content, purchasing a Subscription or Credits, or otherwise using the Service, you confirm that:

• you have read and understood these Terms;
• you agree to be legally bound by these Terms;
• you have read our Privacy Policy;
• you are at least 18 years old;
• you have the legal capacity to enter into this agreement; and
• the information you provide to us is accurate and not misleading in any material respect.

If you do not agree to these Terms, you must not access or use the Service.

2. Definitions

In these Terms:

• “AI Companion” means an AI-generated boyfriend, girlfriend, dating partner, communication partner, coach, fictional character or similar interactive character made available through the Service.
• “AI Provider” means a third-party provider of an artificial intelligence model, machine-learning system, image-analysis system, language model or related processing technology.
• “App” means the iCupid mobile application.
• “Company Content” means the Service and all content, software, designs, branding, interfaces, databases, workflows, instructions, prompts, characters and other materials owned by or licensed to us, excluding User Content.
• “Credits” means contractual units or entitlements that may be used to access designated features of the Service.
• “Output” means any text, recommendation, analysis, reply, summary, profile suggestion, image analysis, AI Companion message or other content generated or returned through the Service.
• “Personal Data” has the meaning given under applicable data-protection law and generally means information relating to an identified or reasonably identifiable living individual.
• “Provider” means an AI Provider or another third-party service provider used to operate the Service.
• “Subscription” means a recurring paid entitlement to specified features, limits or benefits of the Service.
• “User Content” means any prompt, text, screenshot, image, message, profile information, preference, feedback, conversation or other content submitted by or on behalf of a user through the Service.

3. Eligibility

3.1 Minimum age

You must be at least 18 years old to create an account or use the Service.

The Service is not intended for persons under 18. You must not:

• create an account for a person under 18;
• allow a person under 18 to use your account;
• falsely represent that you or another person is at least 18; or
• submit sexual, intimate or otherwise inappropriate content involving a person under 18.

3.2 Legal capacity

You may only use the Service if:

• you are legally capable of entering into a binding agreement;
• your use is lawful in the jurisdiction from which you access the Service; and
• you are not prohibited from using the Service under applicable law.

3.3 Verification

We may request reasonable information or evidence to verify your age, identity, eligibility, account ownership, payment status or compliance with these Terms.

We may restrict access while verification is pending. Failure to provide reasonably requested verification may result in suspension or termination.

3.4 Previously restricted users

If we have permanently suspended or terminated your account, you must not create or use another account without our prior written permission.

4. Nature and Scope of the Service

4.1 Purpose

iCupid is an AI-powered dating communication, conversation assistance, self-improvement and practice service.

Depending on your plan, location, device and the version of the Service, features may include:

• opening-message assistance;
• reply and text-message assistance;
• analysis of selected conversation screenshots;
• dating-profile and biography assistance;
• communication analysis and educational feedback;
• AI Companion conversations and practice;
• personalised suggestions based on information you provide; and
• other related AI-powered functionality introduced by us.

4.2 Features may vary

Features, usage limits, AI models, processing methods and availability may vary according to:

• your Subscription or purchase;
• your location;
• your device and operating system;
• technical capacity;
• Provider availability;
• safety requirements; and
• testing or rollout arrangements.

No description of a feature guarantees that it will remain available indefinitely.

4.3 Not a dating or matchmaking platform

Unless a specific feature expressly states otherwise, iCupid does not:

• introduce or match you with real-world dating partners;
• verify people with whom you communicate outside the Service;
• supervise real-world communications or meetings;
• conduct background checks on other persons; or
• guarantee the identity, intentions or behaviour of any person outside the Service.

4.4 No guaranteed result

We do not guarantee that use of the Service will:

• result in a reply, date or relationship;
• improve a relationship or another person’s opinion of you;
• produce a particular emotional, social or commercial outcome;
• make any message effective or appropriate;
• prevent rejection, misunderstanding, conflict or harm; or
• be suitable for every user, recipient or circumstance.

You retain full responsibility for deciding whether, when and how to use any Output.

5. Artificial Intelligence and Output

5.1 AI-generated content

Some or all Output is generated automatically using artificial intelligence and may not be reviewed by a human before being displayed.

You acknowledge that AI systems are probabilistic and may produce different Output in response to the same or similar inputs.

5.2 Limitations

Output may:

• be inaccurate, incomplete, misleading or outdated;
• misunderstand context, culture, humour, sarcasm, tone or interpersonal dynamics;
• contain factual, grammatical, logical or translation errors;
• contain unintended bias or inappropriate language;
• be unsuitable for the intended recipient;
• conflict with your intentions, personality or values;
• repeat or resemble content generated for another user;
• contain material that may be subject to third-party rights;
• fail to identify a dangerous, unlawful or harmful situation; or
• produce an unexpected or undesirable result.

We do not represent that Output is truthful, unique, original, verified or fit for any particular purpose.

5.3 User review required

Before sending, publishing, acting on or relying on Output, you must independently review it and decide whether it is:

• factually accurate;
• lawful;
• respectful;
• safe;
• suitable for the intended recipient;
• consistent with your genuine intentions; and
• appropriate for the relevant circumstances.

You are solely responsible for messages, decisions and conduct that you choose to make using or based on Output.

5.4 No duty to follow Output

You are under no obligation to use any Output.

Output is a suggestion only and must not be treated as an instruction, promise, guarantee or representation that a particular action is appropriate.

5.5 No professional advice

The Service and Output do not constitute:

• medical or psychiatric advice;
• psychological counselling or therapy;
• legal advice;
• financial or investment advice;
• professional relationship counselling;
• diagnosis or treatment;
• safeguarding advice; or
• emergency assistance.

You should obtain advice from an appropriately qualified professional where professional judgement is required.

5.6 Not an emergency service

The Service is not an emergency service and is not continuously monitored for emergencies.

If you or another person may be in immediate danger, at risk of self-harm, at risk of harming another person, or experiencing a medical or mental-health emergency, contact the relevant emergency services or a qualified professional immediately.

6. AI Companions and Fictional Characters

6.1 Fictional and automated nature

Every AI Companion is fictional, automated and computer-generated.

An AI Companion:

• is not a real person;
• has no consciousness, feelings, intentions or personal experiences;
• does not genuinely love, dislike, miss, desire or form an attachment to you;
• cannot enter into a real romantic, social, employment, fiduciary or professional relationship;
• cannot make promises or commitments on behalf of the Company; and
• may produce inconsistent statements, memories or simulated emotions.

6.2 Simulated emotional expression

Expressions of affection, jealousy, attraction, concern, disappointment, intimacy or other emotions are simulated Output.

They must not be interpreted as evidence that an AI Companion is conscious, emotionally dependent on you or capable of forming a genuine relationship.

6.3 Practice and entertainment purpose

AI Companion functionality is provided for communication practice, educational feedback, personal reflection and entertainment.

It must not be treated as a replacement for:

• genuine human relationships;
• medical treatment;
• mental-health support;
• professional counselling; or
• emergency assistance.

6.4 Character changes

We may modify or discontinue an AI Companion’s:

• personality;
• appearance;
• memory;
• response style;
• safety controls;
• voice or other features; or
• availability.

You do not acquire ownership of or a permanent right to any AI Companion, character configuration or conversation experience.

7. Third-Party AI and Technology Providers

7.1 Use of Providers

We may use Providers for:

• AI text generation;
• image and screenshot analysis;
• cloud hosting and storage;
• authentication;
• database services;
• content moderation;
• security and fraud prevention;
• analytics and diagnostics;
• payment and subscription processing;
• customer support;
• email and notifications; and
• other technical or operational functions.

Our current Provider categories and, where appropriate, Provider names are described in our Privacy Policy or an AI Provider and Subprocessor List.

7.2 Transmission and processing

To provide a requested function, we may transmit relevant information to Providers, including:

• prompts and instructions;
• conversation text;
• selected screenshots or images;
• information visible within uploaded content;
• relevant profile or preference information;
• recent conversation context;
• system and safety instructions;
• generated Output;
• device and request information; and
• information reasonably required to secure or operate the Service.

7.3 Disclosure and permission

Where required by law or applicable platform policy, we will provide a disclosure and obtain affirmative permission before transmitting Personal Data to a third-party AI Provider.

If you do not provide or later withdraw the required permission, relevant AI-powered features may be unavailable.

7.4 Changes to Providers

We may add, remove, replace or change a Provider, AI model, model version, routing arrangement, technical architecture or processing method where reasonably necessary for:

• quality;
• performance;
• price or cost management;
• capacity;
• service availability;
• security;
• safety;
• compliance; or
• business continuity.

We are not required to continue using a particular Provider or model.

Where a change materially affects Personal Data processing, we will provide any notice or obtain any renewed permission required by applicable law.

7.5 Provider restrictions

Provider systems may be subject to:

• their own safety policies;
• processing restrictions;
• rate limits;
• service outages;
• geographic limitations;
• content filters; and
• technical errors.

We may restrict a request or feature where required to comply with Provider rules or protect continued access to a Provider.

7.6 No endorsement or direct relationship

Unless expressly stated otherwise:

• no Provider sponsors or endorses iCupid;
• no Provider is a party to these Terms;
• no Provider is responsible for the Service as a whole; and
• your contract for use of iCupid is with the Company.

8. General Personal Information Collection Statement

This section constitutes a general Personal Information Collection Statement and is supplemented by our Privacy Policy and any feature-specific notice displayed at or before collection.

8.1 Purposes of collection

We may collect and use Personal Data for:

• creating, authenticating and administering accounts;
• confirming eligibility and age requirements;
• providing AI features and requested analyses;
• processing screenshots, prompts and conversations;
• maintaining AI Companion continuity and preferences;
• personalising the Service;
• providing Subscriptions, Credits and purchases;
• validating transactions and restoring purchases;
• providing customer support;
• detecting fraud, abuse, unlawful activity and security threats;
• enforcing these Terms;
• maintaining, analysing and improving the Service;
• complying with legal, regulatory, accounting and tax obligations;
• establishing, exercising or defending legal claims; and
• direct marketing where the consent required by law has been obtained.

Further details are contained in our Privacy Policy.

8.2 Mandatory and voluntary information

Providing Personal Data is generally voluntary. However, certain information is mandatory where it is reasonably required to:

• create or secure an account;
• verify eligibility;
• provide a requested feature;
• analyse submitted content;
• validate a purchase;
• investigate a security or support issue; or
• comply with law.

If you do not provide required information, we may be unable to create your account, provide a feature, process content, verify a purchase, respond to a request or continue providing the Service.

Optional profile information, personalisation preferences, photographs and marketing consent may be withheld, but particular features may become unavailable or less relevant.

8.3 Classes of transferees

Personal Data may be disclosed or transferred to:

• AI Providers;
• cloud, database, storage and authentication providers;
• content-safety and security providers;
• analytics, crash-reporting and technical-support providers;
• Apple, Google and other app-store or payment providers;
• email, notification and customer-support providers;
• professional advisers, auditors and insurers;
• prospective or actual parties to a corporate transaction;
• courts, regulators, law-enforcement bodies and other lawful authorities; and
• other persons authorised or directed by you.

The identities or categories of current Providers are described in our Privacy Policy or Provider list.

8.4 Access and correction

Subject to applicable law, you may request access to and correction of Personal Data held by us.

Requests should be made in writing to:

• Privacy Contact: iCupid Privacy Officer
• Email: privacy.icupid@soulcial.co

We may require reasonable identity verification and may charge a fee permitted by law for a data-access request.

8.5 Direct marketing

We will not use Personal Data for direct marketing where consent is required by law unless the required information has been provided and valid consent has been obtained.

You may opt out of direct marketing at any time without charge.

8.6 Additional collection notices

We may provide a shorter or more specific collection notice:

• during registration;
• before an image or screenshot is uploaded;
• before Personal Data is transmitted to an AI Provider;
• when a new permission is requested;
• when a new category of Personal Data is collected; or
• where required by law or platform policy.

Such a notice supplements these Terms and the Privacy Policy. It does not create a separate service contract unless expressly stated.

9. User Accounts

9.1 Accurate information

You must provide information that is accurate, current and complete and must update material changes promptly.

You must not use false, misleading or impersonated information.

9.2 Account security

You are responsible for:

• keeping login credentials confidential;
• protecting your device;
• using reasonable account-security measures;
• preventing unauthorised use; and
• notifying us promptly if you suspect compromise or unauthorised access.

9.3 Personal and non-transferable account

Your account is personal to you.

You must not:

• sell, rent, lend, licence or transfer it;
• share access with another person;
• use another person’s account without permission;
• create accounts using automated means;
• create multiple accounts to evade restrictions; or
• allow another person to impersonate you through your account.

9.4 Responsibility for account activity

Subject to applicable law, you are responsible for activity conducted through your account where the activity results from your conduct, authorisation, omission or failure to take reasonable security precautions.

10. User Content

10.1 Ownership

As between you and us, you retain rights you lawfully hold in your original User Content.

These Terms do not transfer ownership of your original User Content to us.

10.2 Operational licence

You grant us a worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to host, store, reproduce, transmit, format, resize, convert, analyse, moderate, process and otherwise use User Content to the extent reasonably necessary to:

• provide the Service;
• transmit content to authorised Providers;
• generate and display Output;
• maintain features and conversation history;
• personalise requested functions;
• provide customer support;
• detect and investigate fraud, abuse, security threats or prohibited activity;
• enforce these Terms;
• comply with law;
• protect users, the Company and third parties; and
• carry out purposes disclosed in our Privacy Policy.

This licence continues for as long as reasonably necessary for the relevant purpose and subject to our data-retention and deletion practices.

10.3 Representations and warranties

You represent and warrant that:

• you own the User Content or have all rights, permissions and lawful authority necessary to submit and process it;
• the User Content was not obtained unlawfully;
• submitting and processing it will not unlawfully infringe privacy, confidentiality, intellectual-property, image, publicity, contractual or other rights;
• the User Content is not materially false or misleading where accuracy is relevant;
• the User Content does not contain prohibited material; and
• you have complied with applicable law in relation to Personal Data concerning another person.

10.4 Removal and restriction

We may refuse to process, remove, restrict, preserve or disable access to User Content where we reasonably believe that doing so is necessary to:

• comply with law;
• enforce these Terms;
• comply with Provider requirements;
• protect a person from harm;
• protect the Service;
• investigate misconduct; or
• respond to a valid complaint or legal request.

10.5 No obligation to store

Unless expressly included in a paid feature, we are not obliged to store User Content or maintain a permanent copy of any conversation, screenshot, profile or Output.

You should retain your own copy of any content you consider important.

11. Screenshots and Information About Other Persons

11.1 Third-party information

Screenshots and conversations may contain Personal Data or confidential information relating to another person.

Before submitting such content, you must consider whether you have the necessary right, permission or lawful basis to do so.

11.2 Data minimisation

You should remove, crop, redact, cover or blur information that is not reasonably required for the requested analysis, including:

• full names;
• usernames;
• profile photographs;
• telephone numbers;
• email addresses;
• home or workplace addresses;
• precise location;
• identity-document numbers;
• banking or payment information;
• medical information;
• intimate information; and
• information about unrelated persons.

11.3 Prohibited uploads

You must not upload:

• non-consensual intimate images;
• hidden-camera or unlawfully recorded material;
• confidential information you are not authorised to disclose;
• passwords or authentication credentials;
• complete card or bank-login credentials;
• government identity documents unless expressly requested in an authorised verification process;
• sexual or intimate material involving a person under 18;
• material used to stalk, expose, blackmail or harm another person; or
• content whose collection, disclosure or processing is unlawful.

11.4 Responsibility

You are responsible for complaints, claims and losses arising from your unauthorised submission or disclosure of another person’s information, except to the extent caused by our breach of law, negligence or wilful misconduct.

12. Acceptable Use

You must use the Service lawfully, responsibly and in good faith.

You must not use or attempt to use the Service to:

• violate a law, regulation, court order or legal duty;
• harass, threaten, stalk, intimidate, abuse or exploit another person;
• deceive, manipulate, coerce or pressure another person into sexual, financial or emotional activity;
• facilitate fraud, impersonation, identity theft, extortion, blackmail or a romance scam;
• produce or distribute non-consensual intimate content;
• sexualise, exploit, groom or endanger a person under 18;
• produce child sexual abuse material;
• encourage suicide, self-harm, violence or serious harm;
• promote unlawful hatred or discrimination;
• disclose another person’s private information without lawful authority;
• infringe intellectual-property, privacy, confidentiality or contractual rights;
• generate malware or facilitate unauthorised access to a device, account or system;
• bypass safety systems, moderation, access controls, rate limits, Credits, payment controls or feature restrictions;
• reverse engineer, decompile or attempt to extract source code, model weights, system prompts, proprietary instructions or non-public technical information;
• scrape, crawl, harvest or systematically extract data or Output;
• use automation, scripts or bots without our written permission;
• overload, damage, disrupt or interfere with the Service or a Provider;
• resell, sublicense or commercially exploit the Service except as expressly permitted;
• misrepresent Output as independently verified professional advice;
• use Output to materially deceive another person or impersonate a real person;
• conduct surveillance or monitoring without lawful authority;
• submit information you are contractually or legally prohibited from disclosing; or
• expose the Company, Providers, users or third parties to unreasonable legal, security or reputational risk.

13. Safety and Real-World Conduct

13.1 Independent judgement

You must exercise independent judgement and reasonable precautions in all dating, communication and interpersonal situations.

13.2 Sensitive decisions

You must not rely solely on Output when deciding matters involving:

• personal safety;
• consent;
• sexual activity;
• health or mental health;
• legal rights;
• substantial financial commitments;
• travel or meetings with another person;
• disclosure of sensitive Personal Data; or
• any other matter that may cause serious harm.

13.3 Off-platform conduct

We do not control communications, conduct, meetings or events occurring outside the Service.

To the maximum extent permitted by law, we are not responsible for the identity, intentions, statements, conduct or omissions of persons with whom you communicate outside the Service.

14. Moderation, Investigation and Enforcement

14.1 Automated and human review

We may use automated systems and authorised human review to detect or investigate:

• prohibited content;
• fraud and abuse;
• security incidents;
• potential breaches of these Terms;
• Provider-policy violations; and
• credible threats to users or third parties.

14.2 Measures

Where reasonably necessary, we may:

• refuse or stop processing a request;
• block, modify or withhold Output;
• remove or restrict content;
• reduce or restrict usage;
• suspend a feature;
• suspend or terminate an account;
• preserve relevant records;
• require verification;
• investigate conduct;
• cooperate with a lawful request; and
• report suspected unlawful activity to an appropriate authority.

14.3 No obligation to monitor

We are not obliged to monitor every prompt, message, screenshot, Output or user activity.

A failure to identify or remove content does not constitute approval, endorsement or assumption of responsibility.

15. Licence to Use the Service

Subject to your compliance with these Terms, we grant you a limited, personal, revocable, non-exclusive, non-transferable and non-sublicensable licence to access and use the Service for your own lawful, non-commercial purposes.

You acquire no ownership interest in the Service or Company Content.

All rights not expressly granted are reserved.

16. Intellectual Property

16.1 Company Content

Company Content is owned by or licensed to us and is protected by intellectual-property and other laws.

You must not, without our prior written permission:

• copy or reproduce Company Content;
• modify or create derivative works;
• distribute, publish, sell or license it;
• remove proprietary notices;
• use our branding or trade marks;
• extract or reuse a substantial part of a database;
• reproduce AI Companion characters or proprietary character definitions; or
• use Company Content to develop or train a competing system.

16.2 Output

Subject to applicable law, third-party rights and Provider terms, we do not claim ownership against you solely because Output was generated through the Service in response to your lawful input.

We do not represent or warrant that:

• Output qualifies for copyright protection;
• you have exclusive rights in Output;
• similar Output will not be produced for another person;
• Output is original;
• Output does not contain third-party material;
• Output is non-infringing; or
• your intended use is lawful.

You are responsible for reviewing the legal status of Output before publishing, distributing or commercially using it.

16.3 Feedback

If you submit ideas, suggestions or feedback about the Service, you grant us a worldwide, perpetual, irrevocable, transferable, sublicensable and royalty-free licence to use that feedback for any lawful business purpose.

This clause does not transfer ownership of your private conversation content or Personal Data.

17. Subscriptions and Paid Products

17.1 Purchase information

Before purchase, the applicable purchase screen will identify relevant information such as:

• the product or Subscription;
• price and currency;
• billing period;
• included features or Credits;
• usage limits;
• automatic-renewal terms;
• trial terms, where applicable; and
• other material purchase conditions.

The purchase-screen terms form part of these Terms.

17.2 App-store transactions

Purchases made through Apple App Store or Google Play are processed by the relevant platform and are also subject to that platform’s terms.

We may receive transaction and entitlement information but generally do not receive your complete payment-card credentials for app-store purchases.

17.3 Automatic renewal

Where you purchase an automatically renewing Subscription:

• it will renew at the interval disclosed before purchase;
• your payment account will be charged unless you cancel within the period required by the relevant platform;
• renewal will be charged at the applicable price properly disclosed or notified to you; and
• you must manage or cancel the Subscription through the original purchase channel.

Deleting the App or your iCupid account does not automatically cancel an externally billed Subscription.

17.4 Taxes

Prices may include or exclude taxes depending on the purchase channel and applicable law.

You are responsible for taxes, charges or duties that are legally payable by you and not collected by the relevant payment platform.

17.5 Changes

We may change future prices, plan features, usage limits or included benefits.

Changes will not retrospectively increase the price of a completed one-time purchase.

Changes to an active renewing Subscription will take effect in accordance with applicable law and platform requirements.

18. Credits

18.1 Nature of Credits

Credits are limited contractual entitlements to access designated Service features.

Credits:

• are not money;
• are not electronic money, securities, deposits or stored value;
• have no cash value;
• do not create a property interest;
• cannot be redeemed for cash;
• cannot be sold, transferred, traded, assigned or pledged;
• may only be used within the Service;
• may be subject to plan-specific limits or expiry; and
• are not transferable when an account is closed.

18.2 Credit deductions

Different features may deduct different numbers of Credits according to factors including:

• type of request;
• selected functionality;
• image quantity;
• processing requirements;
• AI Provider or model;
• input or output length; and
• technical resource use.

The applicable deduction will be displayed in the Service or described in the relevant plan.

18.3 When Credits are consumed

Credits may be consumed when:

• a request is submitted;
• processing begins;
• a Provider accepts the request; or
• a relevant service entitlement is delivered.

Credits are not automatically refundable merely because:

• you do not like the Output;
• the Output is repetitive;
• the Output does not achieve your desired real-world result;
• you change your mind; or
• the content you submitted was incomplete or unsuitable.

18.4 Technical failure

We may restore Credits where we verify that a request failed solely because of a technical error attributable to our systems and no meaningful Output or service was delivered.

Restoration may be made in Credits rather than cash.

18.5 Promotional Credits

Promotional, trial or goodwill Credits may:

• expire;
• be limited to particular features;
• be revoked if obtained through error, fraud or abuse; and
• be excluded from refunds or cash conversion.

19. Trials and Promotions

Trials and promotional offers may be subject to additional conditions displayed when offered.

Unless expressly stated otherwise:

• each person may use a trial only once;
• creating multiple accounts does not create additional eligibility;
• promotional benefits may expire;
• we may withdraw a promotion before acceptance;
• benefits obtained through fraud or abuse may be cancelled; and
• a paid Subscription may begin automatically after a trial if this was clearly disclosed before enrolment.

20. Cancellation and Refunds

20.1 Cancellation

You may cancel an automatically renewing Subscription through the platform or payment channel used to purchase it.

Cancellation normally prevents future renewal but does not automatically refund the current billing period.

20.2 Refund requests

Refunds for app-store transactions are generally administered according to the relevant app store’s procedures and rules.

We may direct you to the relevant platform where we are not authorised to issue the refund directly.

20.3 Non-refundable items

Except where required by applicable law, platform rules or express purchase terms:

• used Credits are non-refundable;
• expired Credits are non-refundable;
• promotional Credits are non-refundable;
• partially used billing periods are non-refundable;
• unused time following cancellation is non-refundable;
• dissatisfaction with subjective AI Output does not create a refund right; and
• suspension resulting from your breach does not create a refund right.

20.4 Mandatory rights

Nothing in these Terms excludes or limits any consumer right or remedy that cannot lawfully be excluded or limited.

21. Privacy and Data Processing

Our collection, use, disclosure, storage, transfer, retention and deletion of Personal Data are described in our Privacy Policy.

The Privacy Policy is maintained separately but forms part of the overall rules governing your use of the Service.

Acceptance of these Terms does not replace a separate consent where applicable law or platform policy requires specific consent for a data-processing activity.

You are responsible for reviewing any collection or AI-processing notice displayed before using the relevant feature.

22. Account and Data Deletion

22.1 Deletion request

You may initiate account deletion through the App.

We may require reasonable steps to verify account ownership before completing deletion.

22.2 Effect

Deletion may permanently remove or make inaccessible:

• your account;
• profile information;
• saved conversations;
• AI Companion history;
• screenshots;
• analyses;
• preferences;
• unused account-linked Credits or benefits, where permitted by law; and
• other account-linked content.

Deletion may be irreversible.

22.3 Retained records

We may retain limited information where reasonably necessary for:

• legal and regulatory compliance;
• accounting and tax records;
• fraud prevention;
• security;
• proof of consent;
• dispute resolution;
• enforcement of these Terms; or
• establishment, exercise or defence of legal claims.

Further details are contained in our Privacy Policy.

22.4 Subscription cancellation

Deleting your account does not automatically cancel a Subscription processed by Apple, Google or another payment provider.

You must cancel it separately through the relevant platform.

23. Service Availability and Changes

23.1 Availability

We do not guarantee that the Service will always be:

• available;
• uninterrupted;
• secure;
• error-free;
• compatible with every device;
• available in every country; or
• provided using a particular Provider or model.

23.2 Causes of interruption

The Service may be affected by:

• maintenance;
• updates;
• technical faults;
• network interruption;
• Provider failure;
• model changes;
• capacity limits;
• cyber incidents;
• legal restrictions; or
• matters outside our reasonable control.

23.3 Modification or discontinuation

We may add, modify, restrict, suspend or discontinue features.

Where a change materially reduces a paid feature during an active paid period, we will provide any remedy required by applicable law, which may include notice, an alternative benefit, Credits or an appropriate refund.

23.4 Beta features

Features identified as beta, preview, experimental, early access or similar:

• may be incomplete;
• may contain errors;
• may change without notice;
• may have lower availability;
• may lose data; and
• may be discontinued.

You use such features at your own discretion and risk.

24. Suspension and Termination

24.1 Grounds

We may restrict, suspend or terminate access where we reasonably believe that:

• you breached these Terms;
• your activity presents a safety, fraud, security or legal risk;
• your account is compromised;
• you failed to pay an amount properly due;
• you attempted to evade restrictions;
• continued access may harm another person, the Company or a Provider;
• a Provider, app store, court or authority requires action;
• the Service or relevant feature is discontinued; or
• action is necessary to protect our legal or commercial interests.

24.2 Immediate action

We may act without prior notice in urgent cases involving:

• suspected fraud;
• security compromise;
• harm to another person;
• illegal content;
• minors;
• non-consensual intimate content;
• Provider access risk; or
• a legal or regulatory requirement.

24.3 Notice and appeal

Where reasonably practicable and lawful, we may provide notice and an opportunity to contact us.

We are not required to disclose information that would:

• compromise security;
• reveal confidential detection methods;
• prejudice an investigation;
• violate law; or
• expose another person’s Personal Data.

24.4 No evasion

Following suspension or termination, you must not use another identity, account, device or payment method to evade the restriction.

24.5 Effect

Termination ends your right to use the Service.

Unless required by law or expressly stated otherwise, termination for breach does not entitle you to a refund.

24.6 Survival

Clauses concerning payments, Credits, intellectual property, User Content licences, privacy, disclaimers, liability, indemnity, disputes and any provision intended by its nature to survive will continue after termination.

25. Third-Party Services and Links

The Service may contain links to or integrations with third-party services.

We do not control and are not responsible for a third party’s:

• service;
• content;
• security;
• availability;
• privacy practices;
• accuracy;
• pricing; or
• conduct.

Use of a third-party service may be governed by a separate agreement between you and that third party.

A link or integration does not constitute endorsement.

26. Disclaimers

To the maximum extent permitted by law, the Service, Company Content, AI Companions and Output are provided on an “as is” and “as available” basis.

Except for rights and warranties that cannot lawfully be excluded, we disclaim all express, implied and statutory warranties, conditions and representations, including those relating to:

• accuracy;
• completeness;
• reliability;
• merchantability;
• satisfactory quality;
• fitness for a particular purpose;
• non-infringement;
• uninterrupted availability;
• security;
• compatibility;
• data preservation; and
• achievement of any relationship or communication outcome.

We do not warrant that:

• Output will be appropriate or effective;
• the Service will meet your expectations;
• every defect will be corrected;
• User Content will never be lost;
• a Provider will continue operating;
• a particular model will remain available;
• harmful or inaccurate Output will always be detected; or
• another person will respond or act in a particular way.

Nothing in these Terms excludes a right, condition, warranty or liability that cannot lawfully be excluded.

27. Limitation of Liability

27.1 Excluded categories

To the maximum extent permitted by law, the Company and its directors, officers, employees, contractors and affiliates will not be liable for:

• indirect, incidental, special, exemplary, punitive or consequential loss;
• loss of profit, revenue, business, opportunity, goodwill or anticipated savings;
• emotional distress, disappointment, rejection or relationship breakdown;
• reputational loss;
• loss arising from sending or relying on unverified Output;
• conduct of another person outside the Service;
• loss of User Content or conversation history;
• temporary unavailability;
• unauthorised access caused by your failure to secure your account;
• Provider, app-store, network or infrastructure failure outside our reasonable control; or
• any loss that was not reasonably foreseeable when you accepted these Terms.

27.2 Liability cap

Subject to section 27.3, our total aggregate liability arising out of or relating to the Service, Output, these Terms and all related claims will not exceed the greater of:

• the total amount you paid to the Company for the Service during the 12 months immediately preceding the event giving rise to the claim; and
• HKD500.

Multiple claims or events do not increase this cap.

27.3 Non-excludable liability

Nothing in these Terms excludes or limits liability for:

• death or personal injury caused by negligence where exclusion is prohibited;
• fraud or fraudulent misrepresentation;
• wilful misconduct;
• liability that cannot be excluded or limited under applicable law; or
• mandatory consumer remedies.

27.4 Allocation of risk

The limitations in these Terms reflect the nature and price of the Service, including the inherent uncertainty of AI Output.

Each limitation applies to the maximum extent permitted by law, whether the claim arises in contract, tort, negligence, statute or otherwise.

28. Indemnity

To the extent permitted by law, you agree to indemnify and hold harmless the Company and its directors, officers, employees, contractors and affiliates against reasonable and direct losses, liabilities, damages, costs and expenses arising from a third-party claim caused by:

• your serious, deliberate or fraudulent breach of these Terms;
• User Content you had no lawful right to submit;
• your infringement of another person’s intellectual-property, privacy, confidentiality or contractual rights;
• your unlawful, fraudulent, threatening, abusive or harassing conduct;
• your unauthorised commercial exploitation of the Service; or
• your unauthorised disclosure of another person’s information.

This indemnity does not apply to the extent that a claim was caused by our negligence, breach of law, fraud or wilful misconduct.

We may control the defence and settlement of an indemnified claim, provided that we will not agree to a settlement imposing a direct admission or non-monetary obligation on you without your consent, such consent not to be unreasonably withheld.

29. Electronic Communications and Records

You consent to receiving agreements, notices, disclosures, receipts and other communications electronically through:

• the App;
• the website;
• email;
• push notification; or
• another electronic method associated with your account.

Your electronic acceptance may have the same effect as a written signature to the extent recognised by applicable law.

You are responsible for maintaining accurate contact details and checking communications made available through the Service.

We may retain electronic records showing:

• the version accepted;
• acceptance date and time;
• user and account identifier;
• App version;
• platform;
• language;
• relevant consent status; and
• other evidence reasonably required to establish acceptance.

30. Changes to These Terms

We may amend these Terms to reflect changes in:

• the Service;
• pricing or plans;
• Credits;
• AI Providers or technology;
• law or regulation;
• safety practices;
• security;
• business operations; or
• platform requirements.

For material changes, we will provide reasonable notice through the App, website, email or another appropriate method.

We may require you to affirmatively accept an updated version before continuing to use all or part of the Service.

If you do not agree to the updated Terms, you must stop using the Service and cancel any Subscription before its next renewal.

Changes will not retrospectively deprive you of mandatory rights that had already accrued.

31. Additional Terms for Apple App Store Users

If you obtained the App through Apple App Store:

• these Terms are between you and the Company, not Apple;
• the Company, not Apple, is responsible for the App and its content;
• your licence is limited to use on Apple-branded products you own or control as permitted by Apple’s applicable usage rules, including any permitted Family Sharing or volume-purchase use;
• Apple has no obligation to provide maintenance or support for the App;
• where an applicable warranty exists and the App fails to conform to it, you may notify Apple, and Apple may refund the purchase price paid for the App, if any, in accordance with Apple’s applicable terms;
• to the maximum extent permitted by law, Apple has no other warranty obligation concerning the App;
• the Company, not Apple, is responsible for addressing claims relating to the App, including product-liability, consumer-protection and legal-compliance claims;
• the Company, not Apple, is responsible for investigating, defending, settling and discharging claims that the App infringes third-party intellectual-property rights;
• you represent that you are not located in a jurisdiction subject to an applicable United States government embargo and are not listed on an applicable United States government restricted-party list;
• you must comply with applicable third-party terms when using the App; and
• Apple and its subsidiaries are third-party beneficiaries of this section and may enforce it against you.

32. Additional Terms for Google Play Users

If you obtained the App through Google Play:

• these Terms are between you and the Company, not Google;
• Google is not responsible for the Service or its content;
• purchases, billing, refunds and Subscription management may also be subject to Google Play terms;
• you must comply with applicable Google Play rules; and
• nothing in these Terms is intended to make Google responsible for obligations undertaken by the Company.

33. Governing Law and Disputes

These Terms and any non-contractual dispute arising from or relating to them are governed by the laws of the Hong Kong Special Administrative Region.

The courts of Hong Kong have non-exclusive jurisdiction over disputes arising from or relating to these Terms or the Service.

Nothing in this section deprives you of:

• mandatory consumer rights;
• the protection of any law that applies to you and cannot contractually be excluded; or
• any right to bring proceedings in another court where applicable law requires that right.

Before commencing formal proceedings, the parties should, where reasonably practicable, attempt in good faith to resolve the dispute by written communication.

34. General Provisions

34.1 Entire agreement

These Terms, the Privacy Policy, purchase terms, collection notices and any feature-specific terms expressly made applicable constitute the agreement between you and us concerning the Service.

34.2 Order of priority

If there is an inconsistency:

• specific purchase terms govern the relevant purchase;
• feature-specific terms govern the relevant feature;
• the Privacy Policy governs the handling of Personal Data; and
• these Terms govern other aspects of the Service.

34.3 Severability

If a provision is held invalid, unlawful or unenforceable, it will be interpreted or limited to the minimum extent necessary, and the remaining provisions will continue in effect.

34.4 No waiver

A failure or delay in exercising a right does not waive that right.

A waiver must be express and applies only to the specific circumstances for which it is given.

34.5 Assignment

You may not transfer or assign your rights or obligations without our prior written consent.

We may transfer or assign these Terms in connection with:

• a merger;
• acquisition;
• financing;
• corporate reorganisation;
• sale of assets;
• transfer of the Service; or
• transfer to an affiliate,

provided that the transfer does not unlawfully reduce your rights.

34.6 No relationship

These Terms do not create a partnership, agency, employment, fiduciary, franchise or joint-venture relationship between you and us.

34.7 No third-party rights

Except for Apple and its subsidiaries as expressly stated in section 31, a person who is not a party to these Terms has no right to enforce them, subject to applicable law.

34.8 Force majeure

We are not responsible for delay or failure caused by circumstances outside our reasonable control, including:

• natural disasters;
• war or civil disorder;
• epidemic or pandemic;
• government action;
• power or internet failure;
• cyberattack;
• labour disruption;
• telecommunications failure; or
• failure or suspension of a critical Provider.

34.9 Headings

Headings are for convenience only and do not affect interpretation.

34.10 Language

These Terms may be provided in more than one language.

If there is an inconsistency between the English version and another language version, the English version prevails to the extent permitted by applicable law.

35. Contact Us

Company: Happy Corner HK Limited

Company Number: 74069484

Registered Address: 12/F, Hang Seng Causeway Bay Building, 28 Yee Wo Street, Causeway Bay, Hong Kong

Customer Support: info.icupid@soulcial.co

Privacy Enquiries: privacy.icupid@soulcial.co