ThinkNEO Terms of Service

OPERATING ENTITY

SHK Import & Export Company Limited (他福貿易有限公司)

CR No. 2296774 | Business Registration No. 65354197

Registered Office: 1021, Beverley Commercial Centre, 87-105 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong

BETA SERVICES NOTICE

The Beta Services are pre-release, experimental, incomplete, and provided strictly on an "as is," "as available," and "with all faults" basis. During the beta phase, ThinkNEO makes no representation, warranty, service commitment, uptime commitment, support commitment, continuity commitment, backup commitment, security guarantee, data-preservation commitment, or availability guarantee of any kind. Beta Services may be interrupted, degraded, modified, restricted, suspended, reset, or discontinued at any time, with or without notice. The Customer assumes all risk arising from use of the Beta Services and must not rely on them for production-critical, regulated, safety-critical, or business-essential workflows unless separately agreed in a signed writing. To the maximum extent permitted by applicable law, ThinkNEO disclaims all liability, damages, losses, claims, downtime, data loss, business interruption, and adverse consequences arising out of or related to Beta Services.

Welcome to ThinkNEO. These Terms of Service ("Terms") govern access to and use of the ThinkNEO platform, including its websites, admin consoles, APIs, gateways, connectors, model-routing layers, runtime policy controls, governance modules, observability functions, audit capabilities, cost-control mechanisms, automations, workflows, and related services (collectively, the "Services").

ThinkNEO is positioned as an enterprise control plane for governed AI, providing organizations with a centralized operating layer for AI access, policy enforcement, security controls, observability, vendor abstraction, and financial discipline.

Unless otherwise expressly stated in a signed agreement, the operator of ThinkNEO is SHK Import & Export Company Limited (他福貿易有限公司), a Hong Kong company identified above.

By accessing, activating, integrating, configuring, purchasing, or using the Services, you agree to these Terms on your own behalf or on behalf of the legal entity you represent. If you accept these Terms for an entity, you represent and warrant that you have authority to bind that entity.

1. Definitions

• "ThinkNEO" means the ThinkNEO brand, platform, and related Services operated by SHK Import & Export Company Limited (Chinese name: 他福貿易有限公司), a Hong Kong company with CR No. 2296774, Business Registration No. 65354197, incorporated on 16 October 2015, with registered office at 1021, Beverley Commercial Centre, 87-105 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong, unless a different operator is expressly identified in the applicable commercial documents.

• "Customer" means the legal entity or individual that purchases, licenses, accesses, or uses the Services.

• "Authorized User" means an employee, contractor, administrator, auditor, partner, or representative authorized by the Customer to access the Services.

• "Customer Content" means any data, prompts, instructions, files, documents, text, images, records, metadata, configurations, policies, outputs, workflows, credentials, or other materials submitted to, generated through, processed by, transmitted through, or stored in the Services by or for the Customer.

• "AI Output" means any response, classification, recommendation, prediction, summary, transformation, workflow result, or other output generated with assistance from models, agents, or pipelines accessed through the Services.

• "Third-Party Providers" means external vendors, model providers, cloud services, APIs, identity systems, databases, storage providers, connectors, analytics services, communication systems, or other third-party services that interoperate with or are accessed through the Services.

• "Beta Services" means any alpha, beta, preview, early-access, testing, pre-general-availability, pilot, experimental, or not-yet-final feature, module, connector, model path, deployment mode, or service component made available by ThinkNEO.

2. Nature of the Services

• ThinkNEO provides a governed enterprise platform for controlling and orchestrating organizational use of artificial intelligence.

• The Services may include a multi-model and multi-provider gateway, policy enforcement, runtime guardrails, identity and access controls, cost governance, observability, tracing, incident review, agent governance, prompt governance, governed connectors, delegated actions, workflow controls, reporting, and related functions.

• ThinkNEO is not a guarantee of legal compliance, factual correctness, uninterrupted availability, business continuity, or suitability for any particular regulated use case.

• ThinkNEO may add, remove, replace, redesign, throttle, restrict, or discontinue any part of the Services at any time, including routes, providers, features, connectors, controls, and interfaces.

3. Enterprise Use and Eligibility

• The Services are primarily intended for professional, commercial, institutional, and enterprise use.

• The Customer is responsible for ensuring that only Authorized Users access the Services and that all use is lawful, contractually permitted, and aligned with internal policy.

• The Customer is fully responsible for all activity conducted through its accounts, organizations, tenants, workspaces, projects, applications, agents, connectors, credentials, and environments.

4. Accounts, Credentials, and Security

• The Customer must protect all credentials, API keys, secrets, certificates, authentication methods, and administrative access paths associated with the Services.

• The Customer must promptly notify ThinkNEO of any suspected compromise, unauthorized access, security incident, malicious use, credential leakage, or misuse of the Services.

• ThinkNEO may suspend, limit, quarantine, revoke, block, or condition access whenever it reasonably determines that a security risk, abuse pattern, legal issue, policy evasion attempt, or platform integrity threat exists.

• ThinkNEO may implement monitoring, rate limits, budget enforcement, threat detection, traffic filtering, credential invalidation, and other protective controls without liability to the Customer.

5. Governance-by-Design Architecture

• The Customer acknowledges that ThinkNEO operates as a centralized AI control plane and may apply routing, restrictions, approvals, guardrails, enforcement actions, masking, redaction, escalation, review gates, fallback logic, or provider substitution at runtime.

• Such governance and enforcement actions are part of the intended operation of the Services and shall not, by themselves, be deemed a defect, outage, or breach.

• ThinkNEO may, in its sole discretion, determine how and whether traffic is processed, routed, deferred, rejected, retried, inspected, recorded, blocked, or escalated within the platform.

6. Acceptable Use

• The Customer and its Authorized Users may not use the Services to violate law, regulation, sanctions, court order, contract, intellectual property rights, confidentiality obligations, privacy obligations, or rights of third parties.

• The Services may not be used to transmit malware, destructive code, hostile payloads, credential theft tools, exfiltration mechanisms, or abusive security testing unless expressly authorized in writing.

• The Customer may not bypass, disable, reverse engineer, interfere with, or attempt to defeat platform policies, runtime controls, authentication, billing logic, rate limits, budgets, safety filters, or technical safeguards.

• The Services may not be used for unlawful fraud, spam, harassment, malicious deception, unlawful surveillance, or prohibited automated decision-making where such use is unlawful or impermissible.

7. Customer Content

• As between the parties, the Customer retains its rights in Customer Content, subject to the rights granted in these Terms.

• The Customer grants ThinkNEO a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, index, transform, analyze, monitor, log, scan, process, and otherwise use Customer Content as necessary to provide, secure, improve, support, audit, govern, and enforce the Services, and to comply with legal obligations.

• The Customer represents and warrants that it has all rights, permissions, notices, and legal bases required to submit Customer Content to the Services and to instruct ThinkNEO to process it.

• ThinkNEO has no obligation to review Customer Content for legality, accuracy, quality, adequacy, or fitness, and may remove or restrict Customer Content at its discretion.

8. Data Processing, Privacy, and Cross-System Flows

• Customer Content, prompts, outputs, logs, traces, metadata, and files may pass through ThinkNEO infrastructure, Customer-controlled infrastructure, and Third-Party Provider infrastructure depending on configuration, routing, feature design, and commercial setup.

• The Customer is solely responsible for determining whether its chosen architecture, settings, providers, connectors, and data pathways are appropriate for its legal, regulatory, contractual, and internal compliance obligations.

• ThinkNEO may offer controls such as access boundaries, policy enforcement, masking, redaction, classification, reviewability, and observability, but the Customer remains responsible for its own governance decisions and risk acceptance.

9. Third-Party Providers and Integrations

• The Services may depend on or interoperate with Third-Party Providers. ThinkNEO does not control and is not responsible for their acts, omissions, service levels, model behavior, availability, pricing, policy changes, capacity, outages, delays, inaccuracies, hallucinations, biases, discontinuations, or security events.

• ThinkNEO may change, suspend, or remove support for a provider, connector, model, or integration at any time.

• The Customer assumes all risk associated with selecting and relying on any Third-Party Provider or integration path.

10. AI Outputs and Human Validation

• AI Outputs may be inaccurate, incomplete, biased, unsafe, offensive, misleading, non-compliant, or otherwise unsuitable for the Customer's intended purpose.

• ThinkNEO does not warrant that any AI Output is correct, complete, lawful, non-infringing, production-ready, or fit for medical, legal, financial, employment, safety-critical, regulatory, or high-impact use.

• The Customer is solely responsible for human review, validation, approval, testing, and downstream use of AI Outputs.

11. Observability, Logging, and Audit Evidence

• ThinkNEO may record and retain logs, traces, spans, usage records, governance events, routing decisions, approvals, rejections, model selections, anomalies, connector activity, security signals, metadata, and audit evidence for purposes including security, support, billing, platform integrity, troubleshooting, governance, compliance support, analytics, and improvement.

• The Customer acknowledges that comprehensive observability and runtime evidence are core features of the Services.

• ThinkNEO may use automated and human-assisted methods to inspect operational data where reasonably necessary for the above purposes.

12. Policies, Guardrails, and Enforcement

• ThinkNEO may implement and enforce policies, budgets, quotas, thresholds, access restrictions, content controls, routing rules, action restrictions, connector permissions, approval flows, and human-in-the-loop requirements.

• Requests may be denied, redacted, escalated, delayed, inspected, quarantined, or terminated based on platform policies, security concerns, model conditions, or compliance logic.

• ThinkNEO has no liability for adverse effects resulting from good-faith enforcement or attempted enforcement of its controls.

13. Agents, Connectors, and Delegated Actions

• Where available, agents, connectors, tools, workflows, delegated actions, and runtime execution surfaces may be subject to registration, versioning, approvals, delegated-access logic, grant restrictions, action budgets, and emergency disablement.

• The Customer is solely responsible for configuring permissions, reviewing scopes, validating agent behavior, and deciding whether any automated or delegated action is appropriate for its environment.

• ThinkNEO does not guarantee that agentic functions, delegated actions, connector operations, or external tool calls will execute correctly, safely, or continuously.

14. Fees, Billing, and Financial Controls

• Access to the Services may be subject to subscription fees, usage-based charges, implementation fees, pilot fees, consumption metrics, minimum commitments, credits, overage charges, or other commercial terms.

• Unless otherwise agreed in writing, all fees are non-cancelable and non-refundable.

• ThinkNEO may modify pricing, packaging, entitlements, metering logic, supported metrics, rate structures, and commercial policies upon reasonable notice, subject to any binding signed agreement.

• Failure to pay any amount when due may result in suspension, downgrade, collections activity, denial of access, data retention limitations, and termination.

15. Beta Services Specific Terms

• Beta Services are offered solely for evaluation, testing, feedback, and limited exploratory use.

• Beta Services may be unavailable, unstable, incomplete, insecure, untested, undocumented, unsupported, or incompatible with other parts of the Services.

• ThinkNEO may, at any time and for any reason, suspend, remove, reset, replace, terminate, or materially change Beta Services without liability, compensation, migration support, or prior notice.

• The Customer must maintain its own backups, workarounds, fallback arrangements, and continuity measures. ThinkNEO has no obligation to preserve Beta Services data, state, configurations, histories, or outputs.

• To the maximum extent permitted by law, ThinkNEO shall have no liability arising from or related to Beta Services. If any liability cannot lawfully be excluded, ThinkNEO's aggregate liability for Beta Services shall not exceed the lesser of US$100 and the amount paid by the Customer specifically for the Beta Services during the thirty days preceding the event giving rise to the claim.

16. Availability, Support, and Maintenance

• Except to the extent expressly stated in a signed SLA, the Services are not guaranteed to be uninterrupted, error-free, secure, timely, or continuously available.

• ThinkNEO may perform maintenance, emergency remediation, upgrades, migrations, throttling, resets, failovers, and infrastructure changes at any time.

• ThinkNEO has no obligation to provide support within any response time, restore any lost data, or maintain compatibility with the Customer's internal systems, custom integrations, or downstream dependencies unless separately agreed in writing.

17. Intellectual Property

• ThinkNEO and its licensors retain all right, title, and interest in and to the Services, including software, architecture, APIs, interfaces, dashboards, workflows, documentation, methods, know-how, templates, reports, platform improvements, and related intellectual property.

• No rights are transferred to the Customer except the limited right to use the Services in accordance with these Terms and any signed commercial agreement.

• The Customer may not copy, sublicense, distribute, resell, reverse engineer, decompile, create derivative works from, or otherwise exploit the Services except as expressly permitted in writing by ThinkNEO.

18. Feedback

• If the Customer or its users provide suggestions, ideas, requests, comments, or other feedback, ThinkNEO may use them for any purpose without restriction, payment, accounting, or attribution, provided that ThinkNEO does not thereby receive rights in the Customer's separate confidential materials beyond what is necessary to use the feedback.

19. Confidentiality

• Each party shall use reasonable care to protect the other party's confidential information from unauthorized use or disclosure, but in no event less than a reasonable standard of care.

• Confidential information does not include information that is public without breach, already known without duty, independently developed, or lawfully obtained from a third party without confidentiality restriction.

• ThinkNEO may disclose confidential information where required by law, regulation, subpoena, court order, or governmental request.

20. Suspension and Restriction

• ThinkNEO may suspend, restrict, condition, or terminate access to any part of the Services immediately and without liability for reasons including suspected misuse, non-payment, security risk, excessive consumption, breach of these Terms, legal request, reputational risk, platform threat, provider restriction, or integrity concerns.

• ThinkNEO is not obligated to disclose detailed detection logic, internal policies, or security rationales behind a suspension or restriction.

21. Term and Termination

• These Terms remain in effect for so long as the Customer uses the Services or has an active commercial relationship with ThinkNEO.

• ThinkNEO may terminate the Customer's access immediately upon notice, or without notice where appropriate, if ThinkNEO determines that continued access is unlawful, unsafe, commercially impracticable, or inconsistent with platform integrity.

• Upon termination, the Customer's right to access and use the Services ends immediately. ThinkNEO may delete, disable, archive, retain, or restrict access to data in accordance with its policies, legal obligations, security needs, and commercial agreements.

22. Disclaimers of Warranty

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, ALL AI OUTPUTS, ALL BETA SERVICES, ALL CONNECTORS, ALL ROUTING LOGIC, ALL OBSERVABILITY FEATURES, AND ALL RELATED COMPONENTS ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS."

• THINKNEO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SECURITY, RELIABILITY, AVAILABILITY, CONTINUITY, UPTIME, DATA PRESERVATION, BUSINESS CONTINUITY, REGULATORY SUITABILITY, OR RESULTS.

• THINKNEO DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, PREVENT ALL SECURITY INCIDENTS, DETECT ALL MISUSE, OR PRODUCE CORRECT OR COMPLIANT OUTPUTS.

23. Limitation of Liability

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, THINKNEO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, CONTRACTS, EXPECTED SAVINGS, OPPORTUNITY, OR REPUTATION, OR FOR BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE SERVICES, OR REGULATORY EXPOSURE.

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, THINKNEO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO THINKNEO FOR THE SERVICES IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

• FOR BETA SERVICES, THE LIABILITY CAP IN SECTION 15 APPLIES INSTEAD AND IS INTENDED TO BE MORE RESTRICTIVE.

• MULTIPLE CLAIMS SHALL NOT ENLARGE THE CAP. THE LIMITATIONS IN THESE TERMS APPLY REGARDLESS OF THE FORM OF ACTION AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

24. Customer Indemnification

• The Customer shall defend, indemnify, and hold harmless ThinkNEO, SHK Import & Export Company Limited, their affiliates, officers, directors, employees, contractors, and licensors from and against any claims, actions, liabilities, losses, damages, judgments, penalties, fines, costs, and expenses, including reasonable legal fees, arising from or related to: (a) Customer Content; (b) the Customer's or its users' use of the Services; (c) any breach of these Terms; (d) violation of law, regulation, or third-party rights; (e) reliance on AI Outputs; or (f) any agent, connector, automated action, or external integration configured or used by the Customer.

25. Export Controls and Sanctions

• The Customer may not use the Services in violation of export control laws, trade restrictions, sanctions programs, embargoes, or similar legal restrictions.

26. Changes to the Terms

• ThinkNEO may modify these Terms from time to time. The updated version becomes effective on the date specified by ThinkNEO unless applicable law requires otherwise.

• The Customer's continued use of the Services after the effective date constitutes acceptance of the revised Terms.

27. Governing Law and Venue

• These Terms shall be governed by the law specified in the applicable signed commercial agreement. If no such agreement specifies governing law and venue, ThinkNEO may designate them in its published contracting framework or order documents.

• This clause should be finalized by qualified counsel before public release.

28. General Provisions

• If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.

• No waiver is effective unless in writing. Any failure to enforce a provision is not a waiver.

• The Customer may not assign these Terms without ThinkNEO's prior written consent, except to the extent expressly allowed in a signed agreement.

• These Terms, together with applicable order forms, statements of work, data processing addenda, SLAs, and commercial documents, constitute the entire agreement between the parties regarding the subject matter addressed here.

29. Operator and Corporate Details

• Unless otherwise expressly stated in a signed agreement, ThinkNEO is operated and owned by SHK Import & Export Company Limited (他福貿易有限公司).

• Corporate Registry Number (CR No.): 2296774.

• Business Registration Number: 65354197.

• Date of Incorporation: 16 October 2015.

• Last Annual Return Filed (NAR1): 27 October 2025.

• Registered Office Address: 1021, Beverley Commercial Centre, 87-105 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong.

30. Contact

• Legal or contractual inquiries relating to these Terms may be sent to: thinkneo@thinkneo.ai.

• Postal correspondence may also be addressed to SHK Import & Export Company Limited, 1021, Beverley Commercial Centre, 87-105 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong.

Drafting note: This document is written to maximize contractual protection for ThinkNEO as requested, but it should still be reviewed and finalized by qualified counsel in each target jurisdiction before publication or customer use.