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XOON NOW User Agreement

Last Updated: February 1, 2025

1. Introduction and Acceptance of Terms

Welcome to XOON NOW! This User Agreement ("Agreement") outlines the terms and conditions governing your use of the XOON NOW application and all related services (collectively, the "Services"). This Agreement forms a legally binding contract between you, the user, and us, XOON NOW ("we," "us," or "our").

Your use of the Services is also subject to our Privacy Policy and Community Guidelines. These documents are integral parts of this Agreement and are incorporated herein by reference. We may also offer specific services, including paid services, which may be subject to additional terms disclosed to you at that time.

By creating an account, accessing, or using our Services in any manner, you confirm that you have read, understood, and agree to be bound by all terms of this Agreement. We reserve the right to modify this Agreement at our discretion. The most current version will always be accessible within our application. Your continued use of the Services after any revisions signifies your acceptance of the updated terms.

Age Requirement: Our Services are intended exclusively for individuals aged 18 or older. If the law in your jurisdiction requires a higher age of majority to use our Services lawfully without parental consent, that higher age applies. You affirm that you meet this age requirement. Creating an account with false information, including on behalf of a minor, is a serious violation of our terms.

Account Security: You are solely responsible for protecting the confidentiality of your account credentials (username and password). Any activity that occurs under your account will be attributed to you, and you will be held responsible for it.

Geographic Restrictions: Please be aware that we do not conduct business with or accept payments from individuals or entities located in certain restricted regions, including Cuba, Iran, North Korea, Sudan, Syria, and the Crimean region. Use of the Services from these locations may be prohibited.

2. Our Services

Our mission is to provide a dynamic platform for connection, creativity, and discovery. Our Services include:

· User-Generated Content: XOON NOW empowers users to broadcast live streams, share messages, images, sounds, and other materials ("User Content"). You may also use features we provide, such as stickers, filters, and music ("XOON NOW Features"), to enhance your User Content. Please note that the views expressed by users, including through virtual gifts, are their own and do not represent the views or values of XOON NOW.

· Content Discovery and Promotions: To enhance your experience, we may display advertisements, offers, and other sponsored content to help you discover products, services, and creators that might interest you.

· Community Safety and Protection: We are deeply committed to maintaining a safe and positive environment. We employ dedicated teams and advanced technical systems to detect and address misuse of our Services, harmful conduct, and violations of our policies. If we identify such content or behavior, we will take appropriate action, which may include content removal, feature restriction, account suspension, or reporting to law enforcement.

· Global Operations: To provide our Services globally, we may need to store, process, and distribute content and data in our data centers and systems around the world, which may be located outside your country of residence.

3. Your XOON NOW Account

To access the full features of XOON NOW, you must create an account. You agree to provide true, accurate, and current information during the registration process.

You may have the option to register using a third-party service (e.g., a social media account). Your use of such services is governed by their respective terms and privacy policies.

We reserve the right to suspend or disable your account at any time, especially if you fail to comply with any provision of this Agreement or if activities on your account could, in our judgment, harm the Services, infringe on third-party rights, or violate any applicable laws.

If you wish to permanently delete your account, you can do so through the app's settings (e.g., Me > Settings > Account Management > Delete Account). For assistance with this process, please contact us at xoonnow@gmail.com. Once your account is deleted, it cannot be reactivated, and all associated content and information will be irretrievably lost.

4. Privacy

Your privacy is paramount. Our Privacy Policy, which is an integral part of this Agreement, details how we collect, use, disclose, and protect your personal information. We encourage you to review it carefully to understand your rights and our practices.

5. Acceptable Use and Community Rules

Your access to and use of the Services must comply with this Agreement, our Community Guidelines, and all applicable laws. You agree that you will not:

· Create, upload, or transmit any content that is illegal, defamatory, obscene, pornographic, invasive of privacy, harassing, threatening, or otherwise objectionable.

· Impersonate any person or entity, misrepresent your affiliation, or access another user's account without permission.

· Harass, abuse, threaten, or defraud other users, or attempt to collect their personal information without their explicit consent.

· Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services.

· Interfere with the operation of the Services by uploading or disseminating viruses, malware, or other malicious code.

· Use the Services for any illegal purpose or in violation of any local, national, or international law.

· Attempt to bypass any content filtering measures we employ or access areas of the Services you are not authorized to enter.

XOON NOW assumes no liability for any User Content. We do not endorse any opinions expressed by users. We reserve the right, at our sole discretion, to screen, edit, or remove any User Content that violates our policies at any time and without notice. You are solely responsible for backing up your User Content.

6. Child Sexual Abuse and Exploitation (CSAE) Prevention Standards

· Our Commitment: XOON NOW has a zero-tolerance policy for any content or behavior that involves or promotes Child Sexual Abuse and Exploitation (CSAE). We are deeply committed to protecting children and creating a safe online environment.

· Applicability: This standard applies to all content and activities on the XOON NOW platform, including live streams, direct messages, user profiles, comments, and virtual gifts. Any attempt to use our Services to harm children or to create, share, or distribute CSAE material is strictly forbidden.

· Consequences: Violations of this policy will result in immediate and permanent account termination and a report to relevant law enforcement authorities, such as the National Center for Missing and Exploited Children (NCMEC) or other appropriate global agencies.

· Reporting and Contact: We empower our community to help us enforce this critical policy. If you encounter any content or user that you suspect violates our CSAE standards, please report it immediately using the in-app reporting tools. For urgent matters or to provide further information, you can contact our dedicated safety team directly at xoonnow@gmail.com with the subject line "URGENT CSAE REPORT".

7. Virtual Items and Payments

You must be 18 years of age (or the age of majority in your jurisdiction) to purchase virtual currency ("Diamonds"), send virtual gifts ("Gifts"), or withdraw earnings from virtual rewards ("Beans").

The price of Diamonds will be displayed at the time of purchase. All sales are processed through designated payment mechanisms. You are responsible for all charges incurred.

All purchases of Diamonds and Gifts are final and non-refundable, except as required by applicable law. Diamonds and Gifts have no real-world monetary value, cannot be exchanged for cash, and can only be used within the XOON NOW Services.

When you make a purchase, you authorize us or our designated payment processor to charge your selected payment method. Our payment partners may require you to provide personal data for verification and compliance purposes. For any payment-related inquiries, please contact xoonnow@gmail.com.

8. Intellectual Property Rights

The XOON NOW platform, including all its software, text, graphics, logos, and other materials (excluding User Content), is the exclusive property of XOON NOW and is protected by copyright, trademark, and other intellectual property laws.

By posting or streaming User Content on XOON NOW, you grant us a worldwide, royalty-free, perpetual, irrevocable, and sublicensable license to use, copy, modify, adapt, publish, distribute, and display that content in connection with operating, promoting, and improving the Services.

9. AI Face Swapping Protocol Description

9.1 To begin with, You may choose a photo or image or video by finding it available within respective Pre-sets catalogue or you may also upload a photo or image or video from your mobile device (“Uploaded materials”) for further face-swapping processing, and then upload a photo with faces from your mobile device in the supported format and file size (“Uploaded content”).

After that, You can click the generating button “[Create]” or any other similar option. Our artificial intelligence algorithms scan either or a video or a chosen image, find the faces and instantly swap them into a new object (“Generated content”).

Please note that some functions above may be limited if you are not a paid subscriber.

9.2 Legal Capacity You understand and warrant that:

- (a) if You are entering into this TOS on behalf of another person, You are duly authorized by such person to enter into this TOS which will be binding upon both You individually and such other person (and“You”as used in this TOS shall refer to both);

- (b) You are of the legal age to form a binding contract with us;

- (c) if You are under the legal age, You shall access or use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms and subjected to the local laws and regulations;

- (d) You are not a person barred from subscribing to, using or accessing the App under the laws of the Hong Kong Special Administrative Region (HKSAR) or other applicable jurisdictions.

9.3. Content

9.3.1 We reserve and retain all right, title and interest (including all intellectual property rights) in and to the App and the technology, systems and software used to provide the App. We reserve all rights not expressly granted to You in this TOS. You retain all intellectual property rights in to Uploaded materials and Uploaded content by you that will be modified or processed through the App as well as the Generated content.

9.3.2 You hereby grant us an irrevocable, worldwide, non-exclusive, royalty-free, sublicensable, assignable right and license to use any Uploaded content to the App for the purposes of providing the functionality available on the App, and You can choose to make Uploaded content public so that every user could use it .You shall be the sole owner of, or otherwise have all requisite rights and licenses to use Uploaded content and Uploaded materials. You warrant that the creation, modification or any other use of the Upload

9.4. Restrictions of conduct and content

9.4.1 In accessing and using the App, You agree to abide by the following rules, restrictions and limitations:

- (a) You will not modify, translate, adapt or reformat the App;

- (b) You will not decipher, decompile, disassemble, or reverse-engineer, or otherwise attempt to discover the source code or structure of, the software or materials comprising the App (except where the foregoing is permitted by applicable local law notwithstanding such restrictions, and then only to the extent that such intended activities are disclosed in advance in writing to us);

- (c) You will not interfere with or circumvent any security feature of the App or any feature that restricts or enforces limitations on the use of the App;

- (d) You will not use the App to gain unauthorized access to our or any third party's data, systems or networks;

- (e) You will not use the App in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt our systems and networks, or otherwise interfere with other users' use of the App;

- (f) You will not use the App in any way that, in our sole discretion, may expose us and others to liability or damages;

- (g) You will not remove, change or obscure any copyright, trademark notice, trademark, hyperlink or other proprietary rights notices contained in the App; and - (h) You will comply with all applicable laws in your access and use of the App, including the laws of your country or district if You live outside of the Hong Kong Special Administrative Region (HKSAR).

9.4.2 You shall not upload, share or otherwise transmit to or via the Services any content that:

- (a) is unlawful, harmful, libelous, defamatory, obscene, abusive, racially or ethnically offensive, pornographic, indecent, lewd, harassing, threatening, invasive of personal privacy or publicity rights, or otherwise objectionable;

- (b) would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;

- (c) may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any third party;

- (d) contains any unsolicited promotions, political campaigning, advertising or solicitations;

- (e) contains any private or personal information of a third party without such third party’s consent;

- (f) may harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

- (g) contains any viruses, corrupted data or other harmful, disruptive or destructive files or content, designed to interrupt, destroy or limit the functionality of the Application;

- (h) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships (e.g., inside information, confidential information received in the context of an employment or a non-disclosure agreement); or

- (i) is in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose us or others to any harm or liability of any type. We reserves the right, but is not obligated, to reject and/or remove any user content that we believe, in our sole discretion, violates these provisions. If you have noticed any violation of these Terms from your prospective, content of any nature whatsoever, please contact us at xoonnow@gmail.com.

9.4.3 Copyright If You believe in good faith that materials transmitted or created through the App infringe Your copyright, You (or Your agent) may send us a notice requesting that we remove the material or block access to it. Please provide the following information in writing:

- (a) an electronic or physical signature of the owner (or person authorized to act on behalf of the owner) of the copyrighted work;

- (b) a description of the copyrighted work that You claim has been infringed upon and sufficient information for us to locate such copyrighted work;

- (c) Your address, telephone number, and e-mail address;

- (d) a statement by You that You have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

- (e) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf. If You believe in good faith that someone has wrongly filed a notice of copyright infringement against You, You may send us a counter-notice. If you do, we will wait 10-14 days and then re-enable your content unless the copyright owner initiates a legal action against you before then. Our counter-notice form, set forth below, is consistent with the form suggested by the DMCA statute, which can be found at the U.S. Copyright Office’s official website: http://www.copyright.gov. There is no specific time limit for submitting a counter-notice, but you should not delay unreasonably in doing so. Notices and counter-notices should be sent to us via email at: xoonnow@gmail.com.

9.4.4 Other rights If You believe in good faith that materials in or to the App infringe Your other rights, You (or Your agent) may send us a notice requesting that we remove the material or block access to it. Please provide relevant information that could prove basic facts of the infringement in writing when You contact us. We have the right to suspend or terminate the use of the App by anyone engaged in suspected repeated any infringement involved above.

9.5. Indemnification You agree to indemnify and hold us and our officers, directors, shareholders and employees harmless from and against any loss, costs, liabilities and expenses (including, but not limited to, attorneys' fees and expenses) resulting from Your breach of this TOS, Your use of the App, Content, and any infringement by You of any intellectual property or other right of any third party.

9.6. Disclaimers;

Limitation of Liability THE APP IS PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND THE USE THEREOF IS AT YOUR SOLE RISK. WE MAKE NO, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NONINFRINGEMENT, AND TITLE WITH RESPECT TO THE APP, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. WE DO NOT WARRANT THAT:

(A) THE APP (OR THE RESULTS OBTAINED FROM THE USE THEREOF) WILL BE TIMELY, ERROR-FREE, SECURE OR UNINTERRUPTED;

(B) THE APP MEET YOUR REQUIREMENTS; OR (C) ANY ERRORS OR MALFUNCTIONS IN THE APP WILL BE CORRECTED. WE SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR OTHER THEORY, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES OR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, COST OF SUBSTITUTE PROCUREMENT, ARISING IN WHOLE OR IN PART FROM YOUR USE OF (OR INABILITY TO USE) THE APP, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL WE BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ANY CAUSES BEYOND ITS REASONABLE CONTROL. IF ANY OF THE FOREGOING LIMITATIONS ARE FOUND TO BE INVALID, OUR AGGREGATE LIABILITY FOR ALL CAUSES OF ACTION, DAMAGES, EXPENSES AND LOSSES OF ANY KIND AND NATURE WHATSOEVER SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

9.7. Links to Third Party Websites and Services The APP may contain links to third-party websites and services. Please note, their presence does not mean that they are recommended by us and we do not guarantee their safety and conformity with any your expectations. We assume no obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from the use of any content, goods or services available on or through any such third-party websites and services.

9.8. Governing Law; Dispute Resolution This TOS shall be governed by and construed in accordance with the internal laws of Hong Kong Special Administrative Region (HKSAR) without giving effect to its conflict of law’s provisions, regardless of your location. Any dispute arising out of or in connection with the TOS, including any question regarding existence, validity or termination of the TOS, shall be referred to and finally resolved by the courts of HKSAR. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods.

9.9. Changes to this TOS 10.1 We reserve the right to update or make changes to this TOS from time to time in our sole discretion, and we may notify You of changes by making the revised version of this TOS accessible through the App, which changes will become effective immediately. Please return to this TOS periodically to ensure familiarity with the latest version of this TOS, so that You can determine when this TOS was last revised by referring to the “Date of Revision” at the top of this TOS. Your continued access or use of the App after any changes to this TOS have been posted means Your agreement and consent to such changes. 10.2 We reserve the right to change the Services scope listed herein and change charging standard applicable to the Services at any time for any reason in our sole discretion and without notice. We are entitled to stop or restrict provision of the Services in full or in part toward a certain user. We retain powers to discontinue provision and/or support of the Services without any prior notice.

9.10. Termination; Assignment .

(a) This TOS will continue in effect until terminated by either You or us as set out below. You may terminate this TOS at any time by ceasing Your access and use of the App. In the case that you are a subscriber to us, the subsequent processing of fees shall be subject to the respective rules of the Apple Store and Google Play or other distribution platforms (indicated or recognized by us). We may terminate this TOS and your right to access or use the App, with or without notice to you, for any reason, including suspected breach of this TOS by You. Upon any termination of this TOS, Sections 3, 5, 6, 7, 8, 9, 10,11and 12 will survive.

(b)We reserve and retain the rights to assign, transfer or subcontract the Services to any third parties. Notice will be posted on the APP and your continuing use or update of the APP means your consent to such assignment.

10. Miscellaneous.

10.1 If any provision of this TOS is found to be unlawful, void or for any reason unenforceable, that provision will not affect the validity and enforceability of any remaining provision and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties.

10.2 This TOS, together with the Privacy Policy and other published policies, constitute the entire agreement between We and You pertaining to any and all access and use of the App and supersede any and all prior or contemporaneous written or oral agreements between us and You pertaining thereto. No amendment or waiver of this TOS will be binding on us unless set forth in a writing expressly identifying this TOS and signed by us and You.

10.3 Any caption, heading or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

10.4 We will collect and process your information and technical data in accordance with the Privacy Policy. End Welcomes questions, concerns, or suggestions. Please send feedback to us by email: xoonnow@gmail.com

11. Termination and Suspension

We reserve the right to suspend or terminate your license to use the Services, at our sole discretion and without notice, if we reasonably believe that: (a) you have violated this Agreement or applicable law; (b) you have engaged in fraudulent or misuse of the Services; or (c) it is no longer technically or commercially feasible for us to provide the Services to you.

Your sole remedy for any dissatisfaction with the Services is to stop using them and request the deletion of your account.

12. Disclaimers and Limitation of Liability

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. XOON NOW DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.

XOON NOW shall not be liable for any indirect, incidental, or consequential damages arising from your use of the Services. We are not responsible for the content of any third-party websites linked from our platform. We will not be liable for any service interruptions or failures caused by events beyond our reasonable control (force majeure).

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles.

Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with its rules. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English.

14. Modification of the Agreement

We may amend this Agreement from time to time to reflect changes in our Services or for legal, regulatory, or security reasons. We will use commercially reasonable efforts to notify you of any material changes, such as through a notice on our platform. Your continued use of the Services after the effective date of the new terms constitutes your acceptance of them. If you do not agree with the new terms, you must stop using the Services.

15. Other Terms

This Agreement, together with our Privacy Policy and Community Guidelines, constitutes the entire agreement between you and XOON NOW. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect. The headings used in this Agreement are for convenience only and shall not affect its interpretation.