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Services Agreement

RunC.AI Services Agreement

Last Updated: April 24th 2025

1. Terms Of Services

Dear " RunC.AI " user, welcome to the " RunC.AI " product and related services! To ensure a seamless and enjoyable experience, we’ve outlined the following Terms and Conditions. Please read them carefully, as they detail essential information and limitations on using our services. These Terms of Service are a legally binding contract between you and RunC.AI regarding your use of the Services. For the purposes of these Terms of Service, “RunC.AI”, “we”, “our” and “us” refer to LINKSCALE TECHNOLOGY PTE. LTD. as the applicable RunC.AI contracting entity. "you" and "user" refer to any individual that uses and/or accesses RunC.AI Services.

Clause headings are for ease of reference only.

In these Terms unless the context otherwise requires:

  • words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine and neuter genders and vice versa;
  • the expression "these Terms" or any similar expression shall mean this present and any supplemental written deed thereto as may be in force from time to time or any time;
  • the words "hereof", "herein", "hereon", and "hereunder" and words of similar import, when used in these Terms, refer to these Terms as a whole and not to any particular provision of these Terms;
  • references to "Clauses" are, unless otherwise stated, to Clauses to these Terms;
  • the term "directly or indirectly" means directly or indirectly through one or more intermediary persons or through contractual or other legal arrangements, and "direct or indirect" shall have correlative meanings;
  • reference to any legislation or law or to any provision thereof shall include references to any such legislation or law as it may, after the Commencement Date, from time to time, be amended, supplemented or re-enacted;
  • reference to the word "include" or "including" shall be construed without limitation;
  • terms defined in these Terms shall include their correlative terms;
  • the parties acknowledge that they and their respective counsel have read and understood the terms of these Terms and have participated equally in the negotiation and drafting. Accordingly, no court or arbitrator construing these Terms shall construe it more stringently against one party than against the other.

2. Purpose of the Agreement

This User Agreement, Privacy Policy, and other policies published or made available through or in connection with the Service (collectively, "this Agreement") constitute the terms and conditions applicable to you for your use of, and access to, the Services.

Through this Agreement, you will know how RunC.AI provides the Service to you, what activities are permitted or not permitted on or in connection with the Services, how to deal with the issues, how to contact us, and other important information.

3. Acceptance of the Agreement

Please read this Agreement carefully. You acknowledge that by creating and using a RunC.AI account, you are entering into a legally binding agreement with us, and you agree to all the terms of this Agreement. If you do not accept any of its terms or opt not to agree to this Agreement, you must not access or use the Services. If you have any questions or do not understand the terms of this Agreement or other policies and information provided through your RunC.AI l account, please contact us.

4. GRANT OF LICENCE

Each party represents and warrants that it has the legal power to accept these Terms.

Subject to these Terms, and pursuant to a license granted to RunC.AI, RunC.AI hereby grants to the User, from the Commencement Date, a non-exclusive, non-sublicensable, and non-transferable license to use the Services during the Service Period.

During the Service Period, RunC.AI shall:

a) provide applicable standard support for the Services to the User at no additional charge;

b) provide the Services in accordance with laws and government regulations applicable to RunC.AI’s provision of its Services to its Users generally (i.e., without regard for User’s particular use of the Services), and subject to User’s use of the Services in accordance with these Terms.

5. Access to the Services

Your RunC.AI account is the sole user account for your accessing the Services. The Services and related functions may vary you can access depend on your device model, device type (such as mobile, tablet, and smart screen), and/or the country/region.

When you access the Services, you must also accept the agreements and terms associated with those services. Once you use your RunC.AI account to access any RunC.AI Services, you will be automatically logged in with that account when using all other RunC.AI Services. Similarly, if you log out of your RunC.AI account in any RunC.AI service, you will also be automatically logged out of all other RunC.AI services enabled on your device.

You are responsible for making all arrangements necessary for you to access your RunC.AI account, including providing your own compatible devices, consoles or platforms, network connections, and payment methods (if applicable). You should also ensure that all users accessing your RunC.AI account through your compatible devices, consoles or platforms, and network connections are aware of this Agreement and that they fully comply with these terms at all times.

6. Account Security

You should keep your RunC.AI account username and password secret and confidential, and you must not share such information with anyone. We recommend that you choose a high-security password and keep it secure. You are responsible for keeping your password safe and shall bear any losses or liabilities resulting from providing your RunC.AI account details to a third party.

If you suspect that someone may be using your RunC.AI account or related login information, you should let us know immediately. You should also promptly change your password. You must not use someone else's RunC.AI account to access RunC.AI services. You should take appropriate measures to protect your RunC.AI account information, bank card or credit card information, computers, phones, other mobile devices, and SIM card information to prevent unauthorized use by third parties.

You agree that your RunC.AI account is not transferable, assignable, saleable, rentable, lendable, mortgaged, pledged, or collateralized in any way. You shall bear full responsibility for any loss or liability arising from any of the aforementioned circumstances, and in such cases, you further agree to indemnify and protect RunC.AI from the impact of third-party claims.

You understand that, in order to ensure the security of your account, prevent fraud, protect other RunC.AI users, and manage account-related disputes, RunC.AI reserves the right, at its sole discretion, to suspend your account services as long as it sees fit, or permanently cancel your account without compensation or refund.

You understand that, RunC.AI may freeze or delete your RunC.AI account to protect the interests of account owners and resolve account disputes between users.

7. Usage Rules of Services

You promise and agree to access and use the Services in a lawful and ethical manner, and in accordance with this Agreement.

You understand and agree that you shall not use the Services to transmit any information or engage in any activities that is dishonest, defamatory, infringing, tortious, harmful, obscene, offensive, , harassing, bullying, scandalous, hateful, inciting, threatening, illegal, blasphemous, obscene, invasive of privacy, or otherwise objectionable, including but not limited to promoting illegal activities, explicit descriptions, advocating violence, and any discriminatory, illegal, or information or behavior that may cause or could potentially cause personal or property loss or harm, and may result in civil or criminal liability under applicable law (including any information you are not authorized to publish or transmit or any such publication or transmission that breaches any confidentiality obligations and/or third-party intellectual property rights).

Unless expressly provided in this Agreement or permitted by applicable law, you agree and commit not to engage in any of the following activities:

a) Remove any copyright, trademark, or other proprietary notices contained within the Services, or claim them as your own, or transfer them to others.

b) Copy or modify all or part of the Services, or allow the Services or any part thereof to be merged or incorporated into any other program.

c) Unauthorized access or attempt to access or damage any part of the Services or related systems or networks. d) Submit or otherwise make available all or part of the content of the Services (including objects and source code) to anyone in any form without our prior written permission.

e) Decompile, decode, or reverse-engineer the Services or any part thereof, create derivative works based on the Services or any part thereof, or attempt to engage in activities prohibited by applicable law.

f) Distribute, license, rent, sell, resell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise use the Services.

g) Impersonate others, pretend or otherwise misrepresent your relationship with someone or some entity.

h) Use the Services (or any part thereof) for unlawful purposes, or in violation of this Agreement, or engage in any fraudulent or malicious activity, including but not limited to intruding into the Services (or the URLs linked to the Services) or any operating system or embedding malicious code, including viruses or harmful data.

i) Infringe our or any third party's intellectual property rights when accessing and/or using the Services.

j) Collect user information of the Services or use automated means (such as web scraping software) to access the Services or our systems, or attempt to enter any content into or extract any content from the servers running the Services through deciphering.

k) Develop, support, or use software, devices, scripts, robots, or any other means or processes (including web crawlers, browser plugins, or any other technology or manual operation) to scrape the Services or copy user information and other data from the Services.

l) Use the Services for commercial purposes without our prior written permission.

m) Engage in any illegal commercial transactions, such as selling arms, drugs, illegal items, pirated software, or other prohibited goods.

n) Engage in money laundering, cash-out, or pyramid scheme activities.

o) Provide gambling information or use any means to induce others to gamble.

p) Request login information from others or access others' accounts.

q) Violate this Agreement (or any part thereof) or instigate or incite such behavior.

r) Damage, disable, weaken, or endanger the Services, RunC.AI systems, or their security, or overload them, disrupt other users' or any other parties' computer systems, intrude or access the Services or our content (as defined below) or data without authorization.

You agree that any violation of its obligations under Clause 7 above, or any use of the Services in breach of these Terms or the Documentation by users that in our judgment imminently threatens the security, integrity or availability of the Services, may result in removal or modification of user data, or immediate suspension or termination of the Services without any liability to the user. RunC.AI will use commercially reasonable efforts under the circumstances to provide you with an opportunity to remedy such violation or threat prior to any such removal, modification, suspension or termination. You agree that it will immediately notify RunC.AI in the event that it becomes aware of any breach of Clause 7 or misuse of the Services, and will provide RunC.AI with reasonable assistance to remedy such breach or misuse.

RunC.AI may also report any activity that it suspects to be in violation of any applicable law to relevant law enforcement or governmental authorities or third parties. Such reports may include the disclosure of appropriate User information. RunC.AI may also cooperate with relevant law enforcement or governmental authorities to assist with their investigation and prosecution of illegal conduct in relation to the Services.

8. Fees And Payment

All amounts paid or payable to RunC.AI shall be paid in U.S. dollars. The amount recharged by the user to the RunC.AI account can be withdrawn if it is not fully used (the resulting transaction fees will be borne by the user). However, the Services trading orders that have already been placed by users do not support refunds, unless the Services are unavailable due to platform reasons, users can submit a refund request.

If any amount owed to RunC.AI is not received by RunC.AI before the due date, then without limiting our rights or remedies:

a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower;

b) RunC.AI would be entitled to suspend provision of the Services until such amounts are paid in full; and

c) upon payment being in arrears for more than 7 Days, RunC.AI shall be entitled to permanently remove any user data stored or uploaded by the user to the Services.

9. INTELLECTUAL PROPERTY RIGHTS AND RESTRICTIONS ON USE

The Services and any information (in any form including without limitation text, graphics, video, and audio), images, icons, apps, designs, software, scripts, programs, copyrights, trademarks, trade names, logos, and other materials (collectively referred to as "Our Property ")available on or through RunC.AI account are either owned by or have been duly licensed to RunC.AI for resale and distribution. Subject to the limited rights expressly granted hereunder, RunC.AI and its licensors (as the case may be) reserve all of their right, title and interest in and to Our Property, including all of their related intellectual property rights. No rights are granted to the user hereunder other than as expressly set forth herein.

You shall grant to RunC.AI a worldwide, non-exclusive right to use, copy, store, transmit, display, modify and create derivative works of User Data to the extent required by RunC.AI to provide, manage and improve the Services and related services, as well as to provide support to users.

You may not remove, alter or destroy any proprietary, trademark or copyright notices placed upon or contained within Our Property. The products referenced in any Services or in any Documentation are owned by RunC.AI and/or its affiliated companies and may be registered in certain jurisdictions. You acquire no rights of any kind in or to any trademark, trade name, logo or product designation under which the Services were or are marketed and you may not make any use of the same for any reason; If you want to re-publish, extract, reproduce, disseminate, or otherwise use any of Our Property, you must contact us in advance and obtain our prior written consent except if otherwise expressly provided in this Agreement. This is without prejudice to any rights you may have under applicable mandatory laws.

You agree that any violation of its obligations under Clause 9 above, or any use of the Services in breach of these Terms or the Documentation by You or Users that in RunC.AI’s judgment imminently threatens the security, integrity or availability of RunC.AI ’s services, may result in removal or modification of User Data, or immediate suspension or termination of the Services without any liability to the User. RunC.AI will use commercially reasonable efforts under the circumstances to provide the User with an opportunity to remedy such violation or threat prior to any such removal, modification, suspension or termination.

10. Control of the Services

You understand and agree that we have the right to take necessary measures at any time for the purpose of operating and improving the Services, ensuring your compliance with this Agreement and applicable laws, or complying with court orders, government orders, or requests from government agencies, without further notice. These measures include but not limited to fraud prevention, risk assessment, investigation, and User support.

11. Privacy and Data Collection

In order to provide you with more secure services and help ensure the security of your transactions, we will collect and process your information and technical data in accordance with our Privacy Policy and local laws and regulations.

12. CONFIDENTIALITY

Each party acknowledges that in the course of dealings between the parties, each party may acquire information about the other party, its business activities and operations, its technical information and trade secrets, its business activities, User lists, sales techniques, data and title files and formats, all of which are highly confidential and proprietary to the other party (the “Confidential Information”). Confidential Information will not include information generally available or known to the public, or information independently developed outside the scope of these Terms. Each party will hold all such Confidential Information in strict confidence and will not use or reveal the same except pursuant to a court order (after giving notice to the other party and an opportunity to challenge or respond to such order) as permitted under these Terms or upon request of the other party. The Confidential Information will be safeguarded with at least the same degree of care as a party uses to safeguard its own most confidential materials or data relating to its own business, but in no event less than a reasonable degree of care.

The above clause shall not prohibit disclosure of any Confidential Information if and to the extent:

a) Required by applicable laws;

b) The information is properly disclosed to the professional advisors, auditors or bankers of the disclosing party, provided that the recipient is under a binding obligation not to disclose the information;

c) The information is in the public domain, other than through a breach of The above clause;

d) The Party to which the information relates has consented to the announcement or disclosure; or

e) The disclosure is required for the purpose of any legal proceedings arising out of these Terms.

13. Disclaimer

The Services are only for your own use and you must not provide the Services to any third party. You agree that we and our affiliates, officers, directors, employees, contractors, agents, third-party payment service providers, partners, licensors, and distributors (collectively referred to as "RunC.AI Parties") shall not be liable for any losses resulting from unauthorized use of the Services.

The Services may be interrupted, delayed, or interfered with during use due to uncontrollable reasons or at unknown times. Although RunC.AI Parties will make efforts to restore the service promptly, they shall not be liable for any claims arising from or related to the aforementioned interruptions, delays, interference, or similar malfunctions.

To the maximum extent permitted by applicable law in your jurisdiction, RunC.AI Parties shall not be liable for any liability, loss, damage, or compensation to you or any other person due to the inability to access or use the Services for the following reasons:

a) Any suspension or termination of the Services by us to enable maintenance work or updates to the system, hardware or software to be carried out;

b) Any delay or failure in system or network communication that is not owned or controlled by us;

c) Any suspension, cancellation, or termination of contracts or other agreements between us and any third-party payment service provider that affects the Services;

d) Any errors or interruptions caused by security impacts such as hacking attacks or similar security breaches; or

e) Any other event or occurrence beyond our reasonable control.

The Services are provided on "as is" and "as available," basis without any kind of warranty or endorsement . To the maximum extent permitted by applicable law in your jurisdiction, RunC.AI Parties do not acknowledge any express or implied warranties, conditions, or other agreements, and make no guarantees, promises, statements, or warranties in the following areas:

a) The completeness, accuracy, reliability, or timeliness of any content made available on or through the Services;

b) The reliability, quality, or accuracy of specific functions of the Services, and any information obtained by you as a result of your use or access of the Services;

c) The Services or the servers which are hosted on are free from defects, errors, viruses, vulnerabilities, or other harmful elements;

d) Any defects in the operation or functionality of the Services will be corrected;

e) The security or error-free nature of the Services; and

f) The Services” reliability, quality, accuracy, availability, or ability to meet your needs, provide certain outputs, or achieve certain results or outcomes. RunC.AI Parties are not be liable for any loss or damage (whether caused in whole or in part by the aforementioned reasons) resulting from your reliance on, use, or interpretation of the Services in any way, or from your (or anyone else's) access and/or use of information obtained through the Services.

The laws of some countries do not allow liability in relation to certain warranties, undertakings, representations, or guarantees to be excluded or limited by a contract. If these laws apply to you, some or all of the above exclusions or limitations may not apply to you and you may have additional rights. Nothing in this Agreement affects the legal rights that you are legally entitled to as a consumer, or which you cannot contractually agree to alter or waive.

14. Limitation of Liability

To the maximum extent permitted by applicable law in your jurisdiction, you assume the risks associated with accessing and using the Services. RunC.AI Parties expressly exclude liability, loss, or damage caused by you or any other person in the following circumstances, whether in contract, tort (including negligence), or any other basis, for any of the following:

a) Loss of profits, income, revenue, data, or goodwill; and

b) Special, indirect, or consequential loss or damage. The limitation of liability and exclusion clauses in this Agreement will apply whether or not we have been advised of or should have been aware of the possibility of any losses occurring.

If you are dissatisfied with any aspect of the Services at any time, your sole remedy is to stop accessing and using the Services. To the maximum extent permitted by applicable law in your jurisdiction, and without prejudice to the above limitations, RunC.AI Parties' cumulative liability for any claims, lawsuits, liabilities, obligations, damages, losses, and costs to you or any other person, whether based on contract, tort (including negligence), or any other basis, shall not exceed your service fees for the nearly month. You acknowledge and agree that the disclaimers and limitations of liability in this Agreement are fair and reasonable.

Nothing in this Agreement affects the legal rights that you are legally entitled to as a consumer, or which you cannot contractually agree to alter or waive.

15. Indemnification

You will defend, indemnify, and hold harmless RunC.AI Parties from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third part claim concerning your and/or your End Users:

a) use of the Services;

b) breach of this Agreement;

c) breach of any applicable laws;

d) alleged infringement (including infringement of any Intellectual Property Rights) or misappropriation of third part rights in respect of the Services or by the use, development, design, production advertising or marketing of the Services; and/or

e) disputes against each other.

RunC.AI will promptly notify you of any claim subject to the above, but RunC.AI’s failure to notify you will only affect your obligations above to the extent that our failure prejudices your ability to defend the claim. RunC.AI reserves the right to assume control of the defense and settlement of the claim at any time.

You undertake and agree to promptly assist and cooperate as fully as reasonably required by any of the RunC.AI Parties in the defense of any such claim or demand. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

16. Termination by You

You can terminate your account by going to the account settings, deleting your account, or by ceasing the use of the Services.

Terminating the RunC.AI account will permanently delete all data stored in your RunC.AI account.

Once you terminate your RunC.AI account, RunC.AI will immediately and permanently delete all data, files, and other stored content under that account, except as otherwise required by applicable law.

17. Termination or Suspension by Us

We may temporarily or permanently suspend, cancel, or limit your access to the RunC.AI account at any time in accordance with applicable law, without any liability to any individual or third party. We will make reasonable efforts to notify you before taking such action. However, we may immediately, permanently, or temporarily restrict, cancel, or terminate your access to the RunC.AI account without prior notice if the following circumstances occur:

a) If you violate or if we believe you are about to violate this Agreement, including any agreements, policies, or guidelines contained within it;

b) If you or anyone acting on your behalf engages in fraudulent or illegal activities, or provides us with any false or misleading information;

c) Responding to requests from law enforcement or other government agencies in accordance with valid legal procedures;

d) In case of urgent maintenance work or urgent updates to systems or hardware; or

e) Due to planned or unforeseen technical, security, or business reasons.

Once a user's use or access to the RunC.AI account is suspended, terminated, or canceled by us, the user will not be able to create a RunC.AI account again without our prior written permission.

The expiration or termination of this Agreement does not affect the conditions explicitly specified in this Agreement that can still be operated or remain effective after its expiration or termination, nor does it affect any accrued rights or obligations or any rights or obligations that should continue to be valid after this Agreement expires or is terminated.

Any terms in this Agreement that are expressly or by their nature intended to remain in effect after the termination of the Agreement will continue to be in full force and effect after the termination of this Agreement until those terms are satisfied or by their nature should expire.

18. Revisions to This Agreement

We are constantly updating, innovating, changing, and improve our services. We may add or remove features or functionalities , create new limits to the RunC.AI account, or temporarily or permanently suspend or stop the Services. We can revise this Agreement at any time and publish specific terms, codes of conduct, or guidelines that govern a particular part, parts or all of the Services.

If the revisions to the RunC.AI account or this Agreement would significantly affect our users or severely limit access to or use of the RunC.AI account or the Services, we will notify you within a reasonable period before the changes. However, if the revisions to this Agreement or the RunC.AI account do not significantly affect our users or seriously limit access to or use of the RunC.AI Account, we may not notify you in advance. For revisions made to the RunC.AI account or this Agreement to meet technical, security, legal, or regulatory requirements, we may not be able to meet the advance notice time requirements, but we will notify you as soon as possible. The latest version of this Agreement will be posted in the RunC.AI Platform. You should check the latest version regularly, as only the latest version is applicable. If you continue to use the RunC.AI account or our Services after the revisions take effect, it will be considered as your acceptance of the latest revisions. If you disagree with such revisions, you should immediately stop using the RunC.AI account to terminate your contractual relationship with us. Any revisions, changes, or modifications you make to this Agreement do not legally bind us.

19. General Terms

RunC.AI account or third parties may provide links to other websites or resources. You understand and agree that we are not responsible for the availability of such external websites or resources and do not endorse or assume responsibility for any content, advertising, products, or other materials available on or from these websites or resources. You further understand and agree that RunC.AI shall not be responsible directly or indirectly for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such website or resource.

The disclaimers, limitations of liability, releases, and indemnities contained in this Agreement will survive the termination of this Agreement indefinitely.

Nothing in this Agreement will be construed as creating any agency, partnership, or other form of joint enterprise between you and us. Neither party will have the authority to incur obligations or liabilities on behalf of the other party or to otherwise act on the other party's behalf.

We may assign, subcontract, or otherwise transfer our rights and/or obligations under this Agreement. You agree to promptly execute any and all documents required to carry out the services for this purpose.

We will not be liable for any failure or delay in performing our obligations under this Agreement due to events beyond our reasonable control.

You may not assign or otherwise transfer any of your rights or obligations under this Agreement without our prior written consent. Any unauthorized assignment or transfer will be deemed unenforceable and void. If you breach any terms of this Agreement and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach this Agreement. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the terms (and remaining part of the term) will continue to be valid and effective.

This Agreement represents the entire understanding between both parties regarding the service and you understand that you have not relied on any statement, warranty, or representation that is not included in this Agreement.

20. Governing Law and Jurisdiction

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Singapore.

The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore to support and assist the arbitration process pursuant to Clause 21, including if necessary the grant of injunctive relief pending the outcome of that process.

21. ARBITRATION

Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore and the language of the arbitration shall be English. The Tribunal shall consist of three arbitrators.

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