Terms of User Agreement

Last updated: July 11, 2025

Welcome and thank you for your interest in Vast Inc ("VAST", "Company"), and our website at <www.tripo3d.ai> along with our related websites including using the services and resources available or enabled via the website and other services provided by VAST, its subsidiaries, affiliates, agents, and service providers (collectively, “Tripo,” “TRIPO,” “we,” “us,” or “our”) (collectively, our “Service” or “Services”). These Terms of User Agreement are a legally binding contract between you and Tripo regarding your use of the Service.

1. Agreement to Terms

PLEASE READ THIS TERMS OF USER AGREEMENT (THE "TERMS" ) CAREFULLY:

THESE TERMS GOVERN THE USE OF OUR SERVICE. BY ACCESSING OR USING OUR SERVICE IN ANY WAY, OR BY CLICKING ON THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE.

You represent and warrant that:

• You have read, understand, and agree to these Terms;
• You are at least 13 years old, or of the minimum digital consent age in your country, or have your parent’s or legal guardian’s permission to use the Service;
• You have the authority to bind yourself or the entity you represent;
• You are not prohibited from using Tripo under applicable laws.

THE TERM "YOU" OR " USER" REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICE.

YOUR USE OF, AND PARTICIPATION IN, CERTAIN SERVICE MAY BE SUBJECT TO ADDITIONAL TERMS ("SUPPLEMENTAL TERMS") AND SUCH SUPPLEMENTAL TERMS WILL EITHER BE LISTED IN THE TERMS OR WILL BE PRESENTED TO YOU FOR YOUR ACCEPTANCE WHEN YOU SIGN UP TO USE THE SUPPLEMENTAL SERVICE. IF THE TERMS ARE INCONSISTENT WITH THE SUPPLEMENTAL TERMS, THE SUPPLEMENTAL TERMS SHALL PREVAIL WITH RESPECT TO SUCH SERVICE. THE TERMS AND ANY APPLICABLE SUPPLEMENTAL TERMS ARE REFERRED TO HEREIN AS THE "AGREEMENT." PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY VAST INC IN ITS SOLE DISCRETION AT ANY TIME. WHEN CHANGES ARE MADE, WEWILL MAKE A NEW COPY OF THE TERMS AVAILABLE AT THE WEBSITE AND WITHIN THE APPLICATION AND ANY NEW SUPPLEMENTAL TERMS WILL BE MADE AVAILABLE FROM WITHIN, OR THROUGH, THE AFFECTED SERVICE ON THE WEBSITE OR WITHIN THE APPLICATION. WE WILL ALSO UPDATE THE "LAST UPDATED" DATE AT THE TOP OF THE TERMS. COMPANY MAY REQUIRE YOU TO PROVIDE CONSENT TO THE UPDATED AGREEMENT IN A SPECIFIED MANNER BEFORE FURTHER USE OF THE WEBSITE, THE APPLICATION AND/OR THE SERVICES. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE WEBSITE, THE APPLICATION AND/OR THE SERVICE. OTHERWISE, YOUR CONTINUED USE OF THE WEBSITE, THE APPLICATION AND/OR SERVICE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGE(S). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

2. Accounts & Registration

In order to access certain features of Tripo, you may be required to register an account on the Website ("Account") as registered User.

2.1 Creating and Maintaining Your Account

When registering an account on the Website, you agree to:

(a) Provide accurate information:

• Provide true, accurate, current, and complete information about yourself as prompted by the registration form ("Registration Data").
• Maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
• If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your Account and refuse any and all current or future use of Tripo(or any portion thereof).

(b) Maintain account security:

• You are responsible for all activity under your Account and agree to notify us immediately of any unauthorized access or to close your Account at any time by contacting us at support@tripo3d.ai.
• You may not share your Account login information, application programming interface ("API") keys, or Account credentials with anyone else.
• You agree to log out of your Account at the end of each session.

2.2 Account Restrictions

• You agree that you shall not have more than one Account per platform at any given time. Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights. You agree not to create an Account or use Tripo if you have been previously removed by Tripo.

2.3 Ownership of Accounts

Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of VAST.

3. Use of the Service

3.1 Inputs

The Application, Website, and Service (collectively, the "Company Properties" and individually, “Tripo”) are protected by copyright and other intellectual property laws worldwide. Unless otherwise provided in a separate license agreement with us, your use of the Company Properties is governed solely by these Terms.

You acknowledge that you are solely responsible for all text, images, video, audio, audio-visual, materials and other content including but not limited to code, source code, data, models, prompts, edits, documents, images, audio, video, avatars, text, materials you input, upload, post, e-mail, transmit or otherwise make available through Tripo (collectively, "Inputs").

You shall not (and shall not permit any third party to) either (a) take any action or (b) make available any Inputs on or through Tripo that:

• infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity;
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
• constitutes unauthorized or unsolicited advertising, junk or bulk e-mail;
• involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Company's prior written consent;
• impersonates any person or entity, including any employee or representative of Company;
• interferes with or attempts to interfere with the proper functioning of Tripo or uses Tripo in any way not expressly permitted by this Agreement;
• attempts to engage in or engage in, any potentially harmful acts that are directed against Company Properties, including but not limited to violating or attempting to violate any security features of Company Properties, using manual or automated software or other means to access, "scrape," "crawl" or "spider" any pages contained in Company Properties, introducing viruses, worms, or similar harmful code into Company Properties, or interfering or attempting to interfere with use of Tripo by any other User, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" Company Properties.

Notwithstanding the foregoing, VAST may, but is not obligated to, monitor or review Tripo and Inputs at any time. Without limiting the foregoing, Company shall have the right, in its sole discretion, to remove any of Your Inputs for any reason (or no reason), including if such Inputs violate the Agreement or any applicable law. Although Company does not generally monitor User activity occurring in connection with Tripo or Inputs, if Tripo becomes aware of any possible violations by you of any provision of the Agreement, Company reserves the right to investigate such violations, and Company may, at its sole discretion, immediately terminate your license to use Company Properties, or change, alter or remove Your Inputs, in whole or in part, without prior notice to you.

Notwithstanding anything contained herein to the contrary, by submitting Your Inputs to any forums, comments, or any other area on Tripo, you hereby expressly permit Tripo to identify you by your username (which may be a pseudonym) as the contributor of Your Inputs in any publication in any form, media or technology now known or later developed in connection with Your Inputs. Company reserves the right to: (a) remove or refuse to post any of your Inputs for any or no reason in our sole discretion; (b) take any action with respect to any of your Inputs that we deem necessary or appropriate in our sole discretion, including if we believe that such Inputs violate this Agreement, infringes any Intellectual Property right or other right of any person or entity, threatens the personal safety of Users of the Tripo or the public, or could create liability for the Company; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their Intellectual Property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Company Properties; and/or (e) terminate or suspend your access to all or part of the Tripo for any or no reason, including without limitation, any violation of this Agreement.

3.2 Outputs & Service Restrictions

You shall not, and shall not permit any third party to:

• use the Services or outputs generated by our Services including all operations, edits, results and any processing performed after your input (the "Outputs") in any manner that violates applicable laws, regulations, or VAST policies or for any purpose that is prohibited by this Agreement or by applicable law.
• use the Services or Outputs to infringe, misappropriate, or otherwise violate any third party's intellectual property or other rights.
• submit personal data of individuals under the age of 13 (or the applicable age of digital consent in your jurisdiction) without appropriate parental or guardian consent.
• reverse engineer, decompile, disassemble, translate, or otherwise attempt to discover the source code, models, or algorithms underlying the Services, except as explicitly permitted by applicable law.
• use Outputs generated by the Services to create models or services that directly compete with VAST and its models, products and services. However, that you may use Outputs for lawful commercial or non-commercial purposes, so long as such Outputs are not distributed or made available to third parties in a manner inconsistent with this Agreement or applicable laws;
• extract data or content from the Services in any unauthorized manner, including but not limited to using scraping, crawling, or automated tools, except as expressly permitted.
• buy, sell, lease, or transfer access credentials, API keys, or other authentication mechanisms to or from any third party without VAST's prior written approval.
• engage in any other conduct that restricts or inhibits any person from using or enjoying our Services, or that we reasonably believe exposes us—or any of our Users, affiliates, or any other third party—to any liability, damages, or detriment of any type, including reputational harms.
• make the Generative 3D Foundation Model Service available to any third party, including end users, without the prior written authorization and consent of VAST.

Acknowledgments and Disclaimers

You acknowledge and agree that:

• VAST makes no warranties of any kind, express or implied, regarding Outputs generated by the Services provided under the Agreement, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
• Given the inherent limitations of artificial intelligence and machine learning, the Outputs generated by our Services may at times be inaccurate, incomplete, or not representative of real-world people, places, or facts.
• The Outputs generated by our Services may contain errors, offensive content, or incomplete information and do not reflect the views or opinions of Tripo. Any references to third-party products or services within the Outputs do not imply endorsement, affiliation, or approval by Tripo.
• The Outputs provided by our Services may not always be accurate or reliable. You shall not treat them as definitive truth, factual information, or a replacement for expert advice. It is your sole responsibility to review and validate the accuracy and relevance of any Outputs before using or sharing it. When necessary, you should conduct appropriate human evaluation to ensure it fits your use case.
• Given the nature of Tripo's Services and the underlying artificial intelligence technology, Outputs generated by the system may not be entirely unique. It is possible for other Users to receive Outputs that are similar or identical to yours. Tripo does not provide any guarantee of exclusivity for Outputs generated through the Services. Additionally, Tripo's responsibility for Outputs is limited to those generated specifically for your use. We are not responsible for Outputs received by other Users or any content generated by third-party services or integrations.

You expressly understand and agree that to the extent permitted by applicable law, your use of Tripo is at your sole risk, and Tripo is provided on an "AS IS" and "AS AVAILABLE" basis, with all faults. Company Parties expressly disclaim all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement arising from use of the Website. Specifically:

• VAST does not warrant that the Services will meet your requirements, that your use will be uninterrupted, timely, secure, or error-free, or that results will be accurate or reliable;
• Any content downloaded from or otherwise accessed through Tripo is accessed at your own risk, and you shall be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access Company Properties, or any other loss that results from accessing such content.
• The Services may be subject to delays, cancellations and other disruptions. Company makes no warranty, representation or condition with respect to Services, including but not limited to, the quality, effectiveness, reputation and other characteristics of Services.
• No advice or information, whether oral or written, obtained from Company or through Tripo will create any warranty not expressly made herein.
• From time to time, Company may offer new "Beta" features or tools with which its Users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Company's sole discretion. The provisions of this Section apply with full force to such features or tools.

VAST RESERVES THE RIGHT TO CHANGE THE CONTENT OR METHOD OF USE OF THE GENERATIVE 3D FOUNDATION MODEL SERVICE AT ANY TIME DUE TO BUSINESS DEVELOPMENTS OR CHANGES IN LAWS AND REGULATIONS, AND MAY ALSO SUSPEND OR TERMINATE THE RELEVANT SERVICE UNDER THIS AGREEMENT.

3.3 Company Properties Policy

You shall not:

(a) license, sell, rent, lease, transfer, assign, copy, reproduce, distribute, republish, download, display, post, transmit, host or otherwise commercially exploit Company Properties or any portion of Company Properties, including the Website;

(b) frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form) of Company;

(c) use any metatags or other "hidden text" using Company's name or trademarks;

(d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Company Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law;

(e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);

(f) remove or destroy any copyright notices or other proprietary markings contained on or in Company Properties.

3.4 Third Party Services

Our Services may incorporate third-party software, products, or services (“Third Party Services”), and certain features of our Services, such as the browsing functionality, may include output or content provided by such Third Party Services (“Third Party Output”). Third Party Services and Third Party Output are governed by their own terms and conditions, and we disclaim any responsibility or liability arising from or relating to them.

4. No Liability and No Warranty

TRIPO CAN BE ACCESSED FROM COUNTRIES AROUND THE WORLD AND MAY CONTAIN REFERENCES TO SERVICES AND CONTENT THAT ARE NOT AVAILABLE IN YOUR COUNTRY. THESE REFERENCES DO NOT IMPLY THAT COMPANY INTENDS TO ANNOUNCE SUCH SERVICES OR CONTENT IN YOUR COUNTRY. VAST MAKES NO REPRESENTATIONS THAT TRIPO IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE TRIPO FROM OTHER COUNTRIES DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

YOU ACKNOWLEDGE AND CONFIRM THAT THE GENERATIVE 3D FOUNDATION MODEL SERVICES PROVIDED BY VAST ARE FRONTIER TECHNOLOGIES THAT STILL NEED IMPROVEMENTS IN ACCURACY AND RELIABILITY. ALL CONTENT GENERATED THROUGH GENERATIVE 3D FOUNDATION MODEL SERVICE IS PRODUCED ALGORITHMICALLY AND MAY BE LIMITED IN RATIONALITY. AS SUCH, VAST MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR FUNCTIONALITY OF ANY GENERATED CONTENT. VAST ASSUMES NO LEGAL LIABILITY ARISING FROM OR RELATING TO THE GENERATED CONTENT.

Tripo may contain Inputs and Outputs provided by other Users. As a part of Company Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Company to monitor such materials and that you access these materials at your own risk. Company is not responsible for and does not control Inputs and Outputs. Company has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, Inputs and Outputs. You use all Inputs and Outputs and interact with other Users at your own risk.

Unless expressly agreed to by Tripo in writing elsewhere, Tripo has no obligation to store any of Inputs and Outputs that you make available on Tripo Properties. Tripo has no responsibility or liability for the deletion or accuracy of any Inputs and Outputs, including Your Inputs and Outputs; the failure to store, transmit or receive transmission of Inputs and Outputs; or the security, privacy, storage, or transmission of other communications originating with or involving use of Company Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Inputs and Outputs. You are solely responsible for applying the appropriate level of access to Your Inputs and Outputs. If you do not choose, the system may default to its most permissive setting. You agree that Tripo retains the right to create reasonable limits on Tripo's use and storage of the Inputs and Outputs, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Tripo in its sole discretion.

Except for Company's obligations to protect your personal data as set forth in the Company's Privacy Policy, Company assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any Inputs and Outputs (including, but not limited to, your Inputs and Outputs), user communications or personalization settings.

You are solely responsible for all of your communications and interactions with other Users of Company Properties. You understand that Company does not make any attempt to verify the statements of Users of Company Properties. Company makes no warranty that the goods or services provided by third parties will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Company makes no warranty regarding the quality of any such goods or services, or the accuracy, timeliness, truthfulness, completeness or reliability of any Inputs and Outputs obtained through Company Properties.

Certain jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the foregoing exclusions or limitations may not apply to you, and you might have additional rights.

The limitations of damages set forth above are fundamental elements of the basis of the bargain between Company and you.

You acknowledge and agree that Company Parties are not liable, and you agree not to seek to hold Company Parties liable, for the conduct of third parties, including operators of external sites, and that the risk of injury from such third parties rests entirely with you.

You understand and agree that, to the fullest extent provided by law, in no event shall Company Parties be liable for any loss of profits, revenue or data, indirect, incidental, special, or consequential damages, or damages or costs due to loss of production or use, business interruption, or procurement of substitute goods or services, in each case whether or not Company has been advised of the possibility of such damages, arising out of or in connection with the Agreement or any communications, interactions or meetings with other Users of Company Properties, on any theory of liability, resulting from:

• the use or inability to use Company Properties;
• the cost of procurement of substitute goods or services resulting from any goods, data, information or services purchased or obtained;
• messages received for transactions entered into through Company Properties;
• unauthorized access to or alteration of your transmissions or data;
• statements or conduct of any third party on Company Properties;
• any other matter related to Company Properties, whether based on warranty, copyright, contract, tort (including negligence), product liability or any other legal theory. The foregoing limitation of liability shall not apply to liability of a Company Party for (i) death or personal injury caused by a Company Party's negligence; or for (ii) any injury caused by a Company Party's fraud or fraudulent misrepresentation.

Notwithstanding the foregoing, to the fullest extent provided by law, Company Parties will not be liable to you for more than the greater of:

• the total amount paid to Company by you during the twelve-month period prior to the act, omission or occurrence giving rise to such liability;
• $500;
• the remedy or penalty imposed by the statute under which such claim arises. The foregoing cap on liability shall not apply to liability of a Company Party for (i) death or personal injury caused by a Company Party's negligence; or for (ii) any injury caused by a Company Party's fraud or fraudulent misrepresentation.

5. Ownership and Intellectual Property

5.1 Ownership and Intellectual Property of VAST

For purpose of the Agreement, “Intellectual Property” means any and all

(i) patents, patent rights and applications therefore and reissues, reexaminations, continuations, continuations-in-part, divisions, and patent term extensions thereof,

(ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models,

(iii) registered and unregistered copyrights, copyright registrations and applications, mask works and registrations and applications therefor, author's rights and works of authorship (including artwork, software, computer programs, source code, object code and executable code, firmware, development tools, files, records and data, and related documentation),

(iv) URLs, web sites, web pages and any part thereof,

(v) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications, proprietary data, customer lists, databases, proprietary processes, technology, formulae, and algorithms and other Intellectual Property,

(vi) trade names, trade dress, trademarks, domain names, service marks, logos, business names, and registrations and applications therefor, and (vii) the goodwill symbolized or represented by the foregoing.

You agree that Company and its suppliers own all rights, title and interest in Company Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Company Properties.

You acknowledge and understand that VAST legally owns and retains all Intellectual Property rights, including but not limited to copyrights, patents, trademarks, trade secrets, and proprietary rights, in and to any software, systems, tools, data, algorithms, models, code, documentation, technologies, inventions, and materials provided or used by VAST in furnishing the Generative 3D Foundation Model Service (“VAST Background IP”). VAST has not transferred, granted or licensed any VAST Background IP, whether expressly or implicitly, by estoppel or otherwise.

You shall not and agree not to, or cause any other party to, copy, decompile, reverse engineer VAST Background IP. Further, you undertake that whether during the Term or any time after the termination or rescission thereof, you shall not disclose or reveal VAST Background IP to any third party, including but not limited to sublicensing, selling, unauthorized disclosure or other acts infringing VAST's Intellectual Property rights.

5.2 Ownership and Intellectual Property of Users

5.2.1 Users Free of Charge

For Users who access and use the Services free of charge (“Free Users”), Tripo retains all rights, including without limitation the rights to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, promote, transfer, authorize, license, optimize, derive revenue or other remuneration from, communicate to the public, perform, and display the Inputs and Outputs submitted or generated by Free Users, as well as all Intellectual Property rights arising therefrom.

5.2.2 Paid Users

Subject to the compliance with applicable laws and regulations, industry practices, general public order and good customs, ethical requirements, or the Agreement and any other legal and compliance obligations, and the consent and authorization to authorize the Company to use the Inputs and Outputs for Service provision and optimization, interest-based push, marketing, promotion and relevant technology and business activities on royalty-free, perpetual, irrevocable, worldwide, non-exclusive basis, Paid Users generally have all rights (including but not limited to: use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, promote, transfer, authorize and license, optimize, derive revenue or other remuneration from, and communicate to the public, perform and display) of the Inputs and Outputs by the paid Users and the Intellectual Property Rights based on the Inputs and Outputs by the paid Users.

6. Payment

6.1 Third-Party Payment Processor

When you purchase our Services (each such purchase), you expressly authorize us or our third-party payment processor to charge you for such Services. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.

You represent and warrant that you have the legal right to use all payment methods that you provide to us.

The Company uses Stripe, Inc. and its affiliates as the third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (a "Third Party Service Provider"). By buying or selling on any Company Property, you agree to be bound by Stripe's Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its terms of service (currently accessible at https://stripe.com/us/terms) and hereby consent and authorize the Company and Stripe to share any information and payment instructions you provide with one or more Third Party Service Provider(s) to the minimum extent required to complete your transactions.

6.2 Automatic Renewal

IF YOU SUBSCRIBE TO THE SERVICE FOR A TERM (THE "INITIAL TERM"), THEN THE TERM WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT COMPANY'S THEN-CURRENT FEE FOR SUCH SERVICE UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 10.4 (TERMINATION OF SERVICES BY YOU).

6.3 Fees and Taxes

All fees are stated in U.S. Dollars (unless otherwise stated during the payment process), non-cancelable, non-refundable (except as otherwise expressly set forth in the Agreement), and not subject to setoff.

You will be responsible for payment of the applicable fee for any Services (each, a "Service Subscription Fee") at the time you create your Account and select your package (each, a "Service Commencement Date"). Except as set forth in the Agreement, all fees for the Services are non-refundable. No contract will exist between you and Company for the Services until Company accepts your order by a confirmation e-mail, SMS/MMS message, or other appropriate means of communication. The Parties agree to use commercially reasonable efforts to resolve any payment disputes expeditiously. In the event any payment is overdue, you shall pay VAST late fees equal to 5% of the overdue amount per day. Fees are exclusive of taxes, which we will charge as required by applicable law in connection with the Services. We will use the name and address in your account as the place of supply for tax purposes.

The payments required under the Terms do not include any Sales Tax that may be due in connection with the services provided under the Agreement. If Company determines it has a legal obligation to collect a Sales Tax from you in connection with the Agreement, Company shall collect such Sales Tax in addition to the payments required under the Terms. If any services, or payments for any services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Company, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Company for any liability or expense Company may incur in connection with such Sales Taxes. Upon Company's request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section, "Sales Tax" shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. You agree to make all payments of fees to Company free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Company will be your sole responsibility, and you will provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

7. Security

7.1 Our Security Program

VAST maintains a comprehensive information security program designed to: (a) Protect the Services and Inputs and Ouyputs from accidental or unlawful loss, access, or disclosure; (b) Identify and mitigate foreseeable internal and external risks to security and unauthorized access; and (c) Minimize security risks through regular risk assessments and proactive security testing.

7.2 Our Security Obligations

As part of our security program, VAST will: (a) Implement policies and controls to ensure secure electronic, network, and physical environments for data storage and processing; (b) Deploy production infrastructure using secure networks, including VPNs where applicable; (c) Require multi-factor authentication for employee and administrative access; (d) Configure network security, firewalls, and account permissions based on least-privilege principles; (e) Maintain an incident response plan and detailed logging mechanisms to monitor security events; (f) Develop and execute corrective action plans to address identified security vulnerabilities; and (g) Conduct periodic security reviews and update security practices in alignment with industry standards and best practices.

7.3 User Responsibilities

You are responsible for maintaining the confidentiality of your account credentials and any data you submit to the Services. You agree to notify VAST immediately of any suspected unauthorized access or security incidents involving your account or Inputs and Outputs.

8. Feedback and Claims

8.1 Feedback

You agree that submission of any ideas, suggestions, documents, and/or proposals to Tripo through its suggestion, feedback, wiki, forum, or similar pages ("Feedback") is at your own risk and that Tripo has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Tripo a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Tripo and/or Tripo's business. If you provide feedback, suggestions, or recommendations regarding our Services, you grant Tripo the right to use such feedback for service improvement and product development purposes without obligation to you.

8.2 Procedure for making claims of copyright infringement

We respect the Intellectual Property rights. If you believe that material located on or linked to by the Services violates your copyright or trademark, you are encouraged to contact the infringing party directly. Please also send a notice of claimed infringement to support@tripo3d.aimailto:support@tripo3d.ai with the subject "Takedown Request," and include the following:

a) Your physical or electronic signature;

b) Identification of the copyrighted work (or mark) you believe to have been infringed or, if the claim involves multiple works, a representative list of such works;

c) Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the Service of the material claimed to be infringing, so that we may locate the material;

d) Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address);

e) A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;

f) A statement that the information in the written notice is accurate;

g) A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. If the copyright owner's rights arise under the laws of a country other than the United States, please identify the country. Upon receipt of a notice that complies with the foregoing, we reserve the right to remove or disable access to the accused material or disable any links to the material; notify the party accused of infringement that we have removed or disabled access to the identified material; and terminate access to and use of the Services for any User who engages in repeated acts of infringement. Please be aware that if you knowingly misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. Please note that VAST is not in a position to assess the legal merits of the claims. Any further action, claim or remedy against the infringing user must be undertaken by the aggrieved user.

9. Indemnification

You shall indemnify, defend and hold harmless the VAST and its respective Affiliates, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all losses, damages, liabilities, claims, diminution in the value of VAST, proceedings, costs, expenses (including the fees, disbursements and other charges of counsel incurred by any Indemnified Party in any action between you and any Indemnified Party, or any commercial action which is between you and any third party and is related to VAST, in connection with any investigation or evaluation of a claim or otherwise), penalties and interest, (collectively, the “Losses”) resulting from or arising out of any infringement of Intellectual Property by you or of any third party in connection with or arising from any and all of the following:

• Your Inputs and Outputs;
• Your use of, or inability to use, any Company Property;
• Your violation of the Agreement;
• Your violation of any rights of another party, including any Users;
• Any infringement of Intellectual Property by or of any third party in connection with Your Inputs and Outputs or Inputs and Outputs or arising from any of your action in Tripo;
• Your violation of any applicable laws, rules or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses. This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this Section will survive any termination of your Account, the Agreement and/or your access to Company Properties.

The foregoing indemnification provision is in addition to, and not in derogation of, any statutory, equitable or common-law remedy any Party or Indemnified Party may otherwise have.

10. Term

10.1 Term

The Term commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Company Properties, unless terminated earlier in accordance with the Agreement.

10.2 Prior Use

Notwithstanding the foregoing, you hereby acknowledge and agree that the Term commenced on the earlier to occur of (a) the date you first used Tripo or (b) the date you accepted the Term, and will remain in full force and effect while you use any Company Properties, unless earlier terminated in accordance with the Term.

10.3 Termination of Services by Company

If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if Company is required to do so by law (e.g., where the provision of the Website, the Application or the Services is, or becomes, unlawful), Company has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Company's sole discretion and that Company shall not be liable to you or any third party for any termination of your Account.

If your registration(s) with, or ability to access, Tripo or any other Company community, is discontinued by Company due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Tripo or any Tripo community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Tripo to which your access has been terminated. In the event that you violate the immediately preceding sentence, Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

10.4 Termination of Services by You

You may cancel your subscription to the Services at any time during your current subscription period. Upon cancellation, your subscription will not renew, and you will not be charged any further fees beyond the current subscription term.

10.5 Effect of Termination

Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services may also include deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Inputs and Outputs; provided, that, any of Your Inputs and Outputs that you previously make available in any "public" areas of the Service may be retained in perpetuity. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

11. Governing Laws and Dispute Resolution

THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF HONG KONG, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

ANY DISPUTE ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT ARISE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE SUBMITTED TO HONG KONG INTERNATIONAL ARBITRATION CENTRE (HKIAC) FOR ARBITRATION WHICH SHALL BE CONDUCTED IN ACCORDANCE WITH THE HKIAC'S ARBITRATION RULES IN EFFECT AT THE TIME OF APPLYING FOR ARBITRATION AND THE EXCLUSIVE VENUE SHALL BE SEATED IN HONG KONG. THE ARBITRAL AWARD IS FINAL AND BINDING UPON BOTH PARTIES.

12. General Provisions

12.1 Electronic Communications

The communications between you and Company may take place via electronic means, whether you visit Tripo or send Company e-mails, or whether Company posts notices on Tripo or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ("E-Sign").

12.2 Release

You hereby release Company Parties and their successors from claims, demands, and any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Company Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Company Party or for such party's fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder.

12.3 Assignment

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Company's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

12.4 Force Majeure

Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

12.5 Choice of Language

It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.

12.6 Notice

Where Company requires that you provide an e-mail address, you are responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required or permitted by the Agreement, Company's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. We may deliver notice to you by e-mail, posting a notice on the Service and Websites or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the email address: support@tripo3d.ai.

12.7 Waiver

Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

12.8 Severability

If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.