Master terms of service and global infrastructure platform agreement

1.1 Commercial B2B classification

The Services are developed, maintained, and provisioned strictly on a Business-to-Business ("B2B") operational basis. The platform is engineered exclusively for individuals or entities acting in their commercial, professional, or entrepreneurial capacity as independent content creators, talent management agencies, brands, or public personas.

1.2 Exclusion of consumer protection statutes

By registering an account, generating an API key, establishing an Agency sub-account, or training an automated model via the Services, the User explicitly warrants that they are not acting as a "consumer" under any consumer protection jurisdiction or statute worldwide.

1.3 AI-assisted and autonomous communication; platform-level disclosure

1.3.1 Platform Operating Modes

The Services may be used by a Creator or Agency in either of two modes, selectable per profile and adjustable at any time:

• Manual (CMS) Mode: the Creator, or an authorized member of the Agency, personally reviews, edits, and sends each message to an End-User. The digital AI twin may draft suggested replies, surface relevant information, or organize and track conversation history, but no message reaches an End-User without a human decision to send it. BeMe designates Manual Mode as the Platform's recommended default configuration and provides tools for Creators and Agencies to review, track, and audit conversation history conducted under this mode.
• Autonomous Mode: the AI agent (the "digital AI twin") generates and sends messages to End-Users directly, without a per-message human review step, operating on parameters, persona configuration, and guidelines set by the Creator or Agency.

1.3.2 Disclosure in Autonomous Mode

Where a profile operates in Autonomous Mode, BeMe will design and configure the AI agent to disclose, clearly and distinguishably, at the first interaction with an End-User and upon direct request at any later point, that the End-User's conversation is being handled with the help of a digital AI twin acting on the Creator's behalf, rather than by the Creator personally in real time.

1.3.3 Manual Mode and Human Review

Where a profile operates in Manual Mode, each message reaching an End-User is reviewed and sent by a human. Section 1.3.2's Autonomous Mode disclosure requirement does not, by itself, apply to messages sent under Manual Mode. The Creator and Agency remain responsible for the accuracy and honesty of any description they give their own audience of how their account operates, consistent with the EULA obligations in Section 1.3.5.

1.3.4 Mode Accountability

The Creator or Agency operating a profile is responsible for accurately configuring and representing which mode that profile is currently operating in, and must not represent a profile as operating in Manual Mode while it is in fact operating autonomously, or otherwise misrepresent the degree of human involvement in a given conversation.

1.3.5 End-User Privity and EULA

The Creator and/or Agency remains the sole contracting entity and primary interface with respect to their public audience, subscribers, followers, or fans (collectively, "End-Users"). No legal privity is created between BeMe and the End-Users of any Creator or Agency.

The Creator and Agency bear an absolute, non-delegable duty to implement, maintain, and enforce an independent, binding end-user license agreement ("EULA") with all End-Users. This EULA must clearly state that:

• The interactive agent may be, in whole or in part, an automated synthetic representation powered by generative artificial intelligence, consistent with the profile's actual Operating Mode under Section 1.3.1.
• The underlying platform provider (BeMe) disclaims all liability for the interactions.
• The End-User waives any right to assert a cause of action against the technical infrastructure provider.

1.4 Agency operational classification

An "Agency" is defined as any corporate entity, firm, partnership, or individual managing, representing, or operating one or more Creator profiles, digital twins, or sub-accounts on the Platform. Agencies are subject to both general User terms and the specific Agency Governance provisions set forth in Section 2.

2.1 Mandatory creator identity verification (KYC)

Prior to activating AI chatting engines, uploading persona elements, or executing monetization for any profile on the Platform:

• Individual Creators: Must successfully pass full Know Your Customer ("KYC") identity verification, providing valid government-issued photo identification and proof of age.
• Agency-Managed Profiles: Zero exceptions apply to Agency accounts. Every individual Creator profile managed under an Agency account must independently complete and pass full KYC verification before AI inference engines, voice cloning, or transaction gateways are unlocked for that specific profile.
• Technical Enforcement: This verification is enforced by the Platform as a technical prerequisite, not solely a contractual promise. AI inference engines, voice cloning capability, and transaction/payment gateways for a given profile remain technically disabled until KYC is confirmed complete for that profile, and deactivate automatically if a profile's verification status is later revoked or suspended under Section 2.4 or 2.4A.

2.2 Agency representations, warranties, and authority

Where an Agency registers, manages, or operates an account or sub-account on behalf of a Creator, the Agency explicitly represents, warrants, and guarantees under penalty of immediate account termination and legal action that:

• It holds a valid, fully executed, and legally binding management or agency contract with every Creator registered under its Agency account or sub-accounts.
• It holds all necessary rights, titles, licenses, and explicit written consent from each Creator to upload, license, market, sell, synthetically clone, and distribute the Creator's intellectual property, digital media, voice, likeness, and chat personas via BeMe.
• No content, persona element, or media file uploaded by the Agency violates any third-party copyright, trademark, privacy, publicity, or contractual right.

2.2A Documentary proof of authorization (pre-monetization verification)

In addition to the representations and warranties in Section 2.2, before any Creator profile managed by an Agency is unlocked for monetization, the Agency must upload and maintain on file with BeMe, for that specific Creator profile:

• (a) a copy of the valid, signed management or agency agreement referenced in Section 2.2;
• (b) a signed content-authorization and consent record, specific to that Creator, confirming the Creator has reviewed and consented to (i) the categories of content to be sold or distributed through the Platform, and (ii) the use of their name, image, likeness, and voice to create an AI-driven digital twin; and
• (c) the Creator's own KYC identity verification completed under Section 2.1 — an Agency's own KYC does not substitute for the Creator's.

BeMe reserves the right, but not the obligation, to review, request additional evidence for, or reject any authorization record at its sole discretion, and to audit an Agency's authorization records for any or all of its managed profiles at any time, on reasonable notice. Failure to produce a complete and valid authorization record within five (5) business days of a request suspends monetization for the affected profile(s) immediately, without prejudice to BeMe's rights under Section 2.4 and 2.4A.

2.3 Comprehensive agency indemnification

The Agency agrees to fully defend, indemnify, protect, and hold harmless BeMe Group Limited, its directors, officers, employees, and affiliates from and against any third-party claims, lawsuits, administrative actions, losses, damages, legal costs, or payout disputes arising out of or related to:

• Uncompensated, unauthorized, or disputed use of a Creator’s content, likeness, or voice persona.
• Payout, revenue-sharing, or commission disputes between the Agency and its managed Creators.
• Any breach of Agency representations or warranties under Section 2.2 or Section 2.2A.

2.4 Fraudulent authority, takedowns, and payout freezes

If BeMe receives notice, an infringement claim, or a dispute notification from a Creator stating that an Agency is operating their profile or monetizing their likeness without proper authorization:

• BeMe reserves the immediate, unreviewable right to suspend the affected sub-account and freeze all associated credit balances and pending revenue settlements.
• The Agency shall forfeit all rights to accrued platform commissions tied to the disputed profile.
• BeMe reserves the right to transfer control of the verified profile directly to the validated Creator upon review of identity credentials.

2.4A Proactive review trigger

BeMe may also initiate the suspension and review procedure under Section 2.4 on its own initiative — including where BeMe becomes aware, through internal monitoring, a payment processor, a third-party platform, or any other source, that a profile may be operating without a complete Section 2.2A authorization record — without waiting for a Creator complaint.

3.1 Sequential revenue split and fee deductions

For all commercial transactions, digital tips, pay-to-unlock messages, content subscriptions, or other revenue-generating events facilitated by, through, or within the Platform's operational framework (each a "Gross Transaction"), the resulting gross funds shall be processed, split, and distributed in a strict, non-negotiable sequential hierarchy as follows:

• Payment Processing Fee: A flat 7.5% payment fee shall be automatically deducted from the Gross Transaction Value to cover third-party gateway overhead, clearing costs, and financial infrastructure routing.
• Base Company Commission: BeMe shall levy and automatically deduct a 5.0% platform commission calculated directly from the Gross Transaction Value.
• Settlement Payout: The remaining balance (amounting to exactly 87.5% of the Gross Transaction Value) shall be credited to the Creator or Agency settlement ledger ("Payout Ledger").

3.2 Tiered referral program distributions

Where a Creator, Agency account, or transaction is directly associated with verified system-tracked referral linkages, the Company shall distribute referral incentives out of its own collected 5.0% BeMe Commission share. A total of 20.0% of the BeMe Commission pool is allocated across the two referral layers, leaving BeMe with a net retained platform commission of 4.0% of the Gross Transaction Value:

• Level 1 Referral (L1): The verified Level 1 referrer shall receive 15.0% of the BeMe Commission (equivalent to 0.75% of the Gross Transaction Value).
• Level 2 Referral (L2): The verified Level 2 referrer shall receive 5.0% of the BeMe Commission (equivalent to 0.25% of the Gross Transaction Value).
• Net Retained BeMe Commission: BeMe retains 80.0% of its collected commission (equivalent to 4.0% of the Gross Transaction Value) after full referral allocations are cleared.

3.3 Mathematical execution illustration

Transactional arithmetic shall strictly follow this model:

3.4 Resource consumption and non-refundability

Server configurations, graphical processing units (GPUs), and API routing mechanisms run instantly upon execution. Consequently, all transaction fees, platform commission deductions, purchased credits, and ledger distributions are fully final, non-refundable, and non-reversible under any circumstances.

3.5 Chargeback and dispute liability

The Creator and/or Agency bears ultimate financial liability for customer chargebacks, credit card fraud, or disputed payment reversals. BeMe reserves the right to deduct chargeback fees, gateway penalties, and associated dispute costs directly from future settlement balances.

4.1 Comprehensive persona license grant

To facilitate the creation, hosting, fine-tuning, operational deployment, and execution of an automated digital twin or interactive synthetic representation, the Creator and Agency hereby grant to BeMe an explicit, worldwide, royalty-free, fully paid-up, sublicensable, and non-exclusive license to use, host, cache, store, reproduce, modify, adapt, synthetically clone, and process the Creator’s name, voice, legal likeness, visual image, biographical data representations, distinctive expressions, signatures, and behavioral or textual patterns (collectively, the "Persona Elements").

4.2 Biometric representation and synthetic cloning warranties

The Creator and Agency represent and warrant, under penalty of immediate account termination and comprehensive legal indemnification, that they are the absolute, unencumbered owner (or authorized licensee) of all right, title, and interest in and to the Persona Elements uploaded, streamed, or fed into the platform's encoders.

The Creator and Agency explicitly authorize BeMe to generate synthetic vocal, audio, visual, and textual outputs replicating these traits. This license remains active for the entire duration of the account's existence and persists thereafter to the extent necessary for the platform to maintain system logs, execute internal security audits, or clear operational metadata buffers.

5.1 Creator/Agency inputs

Exclusive ownership of all original media files, training documents, text files, context guidelines, or proprietary reference data uploaded to the platform for training or grounding AI agent instances (the "Inputs") is retained by the uploading party. The Creator and Agency bear sole liability for ensuring that Inputs do not infringe upon third-party intellectual property.

5.2 Synthetic outputs

Subject to continuous compliance with this Agreement and timely payment of all applicable platform fees, any distinct conversational text, localized message, or digital media generated in real-time by the inference engine for delivery to an End-User (the "Outputs") shall, as between BeMe and the Creator/Agency, be recognized as the intellectual property of the Creator. BeMe claims no ownership over the copyright of individual conversation scripts generated for End-Users.

5.3 Retention of core technology asset rights

The assignment of ownership over Outputs under Section 5.2 does not convey, transfer, or license any rights to the underlying generative architectures. BeMe explicitly retains exclusive, unencumbered ownership, title, and interest in and to:

• The underlying base models, large language model configurations, and weight vectors.
• The proprietary system prompts, system instructions, heuristic filtering layers, and prompt templates.
• The multi-agent orchestration frameworks, APIs, SDKs, optimization algorithms, and structural metadata.

6.1 Absolute right to de-identify and anonymize data

The User gives their irrevocable consent that BeMe possesses the unrestricted, perpetual, and automated right to collect, parse, extract, compile, and analyze all non-personally identifiable behavioral, transactional, mechanical, and operational data generated throughout the Platform's execution (the "System Metadata").

6.2 Proprietary commercialization of analytics

BeMe may unilaterally process and transform System Metadata to synthesize aggregated, anonymized, and statistically blinded reports, indices, commercial benchmarks, and operational predictive frameworks (the "Aggregated Analytics"). The Company retains sole corporate ownership of all rights, titles, and interests in Aggregated Analytics and reserves the right to commercialize or sell them without financial profit-sharing obligations to any User.

6.3 Use of interaction data to improve AI agent performance

In addition to Aggregated Analytics under Section 6.2, BeMe may use text-based interaction data generated through conversations between a Creator's or Agency's AI agent and End-Users — expressly excluding, in all cases, any image, video, audio, or other media file exchanged in the conversation, which is expressly excluded from this Section — to train, fine-tune, test, and improve the performance, safety, and responsiveness of BeMe's AI models and orchestration systems, including across Creator and Agency accounts.

Where technically and commercially feasible, BeMe will de-identify or pseudonymize such interaction data before use for this purpose. This right is separate from, and does not expand, BeMe's rights over Persona Elements under Section 4 or Inputs under Section 5.1.

6.4 Use of interaction data for promotional and barter matching

BeMe may also analyze aggregated, de-identified interaction and transactional data to identify potential brand, product, or cross-promotional (including barter/non-cash) partnership opportunities, and may propose such opportunities to Creators or Agencies. Participation in any resulting arrangement is at the Creator's or Agency's sole discretion and requires their separate, affirmative agreement; nothing in this Section obligates a Creator or Agency to accept any proposed arrangement, and BeMe will not disclose an individual Creator's identifiable interaction content to a third party for this purpose without the Creator's separate consent. See also Section 10 (Sponsored campaigns and brand collaborations).

7.1 Express assumption of generative risks

Users recognize that the Services leverage generative artificial intelligence frameworks and deep learning networks, which are probabilistic systems. Platform outputs are variable and subject to structural operational variances ("Operational Anomalies"), including technical hallucinations, factual errors, or unexpected non-compliant text.

7.2 Absolute non-delegable editorial control

The Company functions strictly as a neutral technology service provider and cloud hosting infrastructure. The Creator and Agency retain absolute, non-delegable editorial control and responsibility for all interactions, messages, and content distributed via their registered accounts or sub-accounts, whether that profile operates in Manual Mode or Autonomous Mode under Section 1.3.1.

Under no circumstances shall BeMe be held liable for any damages, reputational injury, or regulatory enforcement actions resulting from Operational Anomalies or rogue outputs.

8.1 Automated sentiment and crisis screening

The Platform implements automated sentiment scanners, heuristic keyword triggers, and natural language processing guardrails to actively parse real-time interactions for indicators of imminent human crisis ("Crisis Indicators").

8.2 Unilateral mandatory intervention protocol

Upon detection of a Crisis Indicator, BeMe reserves the absolute, unilateral right to immediately deploy its emergency safety protocol (the "Safety Protocol"), which automatically:

• Freezes and suspends the active chat session.
• Injects localized crisis helpline numbers and professional counseling contact information into the interface.
• Restricts or revokes the specific End-User’s access tokens across the network.

8.3 Good Samaritan shield and limitation of safety liability

The Crisis Indicator detection framework is a secondary, probabilistic safety filter and does not constitute a guaranteed medical monitoring utility or emergency dispatch service. BeMe assumes no legal or fiduciary duty of care to actively monitor, predict, or report user behaviors to emergency medical services.

To the absolute maximum extent permitted under applicable law, the Company explicitly disclaims any and all liability arising from system failures to detect Crisis Indicators, false positive interventions, or the physical/psychiatric outcomes of any individual.

9.1 Universal prohibition on specialized counsel

Generated outputs are provided strictly for informational, entertainment, and audience-engagement purposes. Under no circumstances do outputs constitute, replace, or mimic certified financial, investment, legal, tax, medical, psychiatric, clinical, or therapeutic advice.

9.2 Mandatory legal notice

9.3 Absolute no-reliance covenant and fiduciary waiver

Utilization of the Platform does not construct a fiduciary, attorney-client, doctor-patient, or broker-customer relationship. Users and End-Users assume sole risk for executing actions based upon synthetic outputs.

10.1 Tripartite structural separation

BeMe may deploy technical modules permitting corporate sponsors to contract with Creators or Agencies for promotional campaigns — including opportunities surfaced under Section 6.4. BeMe functions solely as a passive technical infrastructure intermediary. The commercial relationship is strictly bipartite between Sponsor and Creator/Agency.

10.2 Disclosure compliance indemnity

The Creator and Agency bear exclusive operational responsibility to ensure that digital twins force clear, legally compliant insertion of contextual disclosures (e.g., #ad, #sponsored, or [AI Sponsored Interaction]). BeMe shall be held fully harmless and indemnified for any regulatory investigations or fines resulting from undisclosed sponsored interactions.

11.1 Governing law

This Agreement and all non-contractual obligations arising out of or in connection with the Services shall be governed by, interpreted under, and construed in accordance with the laws of the Hong Kong Special Administrative Region.

11.2 Mandatory arbitration via the HKIAC

Any dispute, claim, or controversy arising out of or relating to this Agreement shall be referred to and finally resolved by binding individual arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

• The seat of arbitration shall be Hong Kong.
• The tribunal shall consist of one (1) arbitrator.
• The language of the proceedings shall be English.

11.3 Absolute class action waiver

All legal proceedings or arbitrations shall be conducted strictly on an individual basis. Both parties explicitly waive their rights to participate in class-action lawsuits or class-wide arbitrations.

12.1 General liability indemnity

The User (Creator or Agency) agrees to defend, indemnify, protect, and hold entirely harmless BeMe Group Limited, its directors, officers, employees, shareholders, and infrastructure partners from and against any third-party claims, liabilities, losses, damages, or legal fees arising out of:

• User’s utilization or misutilization of the Services.
• Any breach of warranties, representations, or covenants contained in this Agreement.
• Any intellectual property infringement or data privacy violation caused by uploaded Inputs.
• Any public reliance, financial loss, or tort claim brought by an End-User reacting to synthetic Outputs.

12.2 Maximum liability cap

To the maximum extent permitted by law, BeMe Group Limited shall not be liable for any indirect, incidental, special, consequential, or punitive damages.

In no event shall the Company’s total aggregate liability for all claims exceed the total amount paid by the User to BeMe for platform services during the three (3) month period immediately preceding the event giving rise to liability.

13.1 Entirety of agreement

This Agreement constitutes the final and absolute expression of the contract between BeMe Group Limited and the User, superseding all prior oral or written agreements, messaging exchanges, or promotional materials.

13.2 Severability

If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

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Email: support@bemeapp.ai · Response within 48 hours