# Compute Marketplace Terms of Use Disclaimer and Risk Allocation Notice
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Prepared On15 April 2026
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*Important: This document is drafted to allocate risk aggressively in favor of Solidus AITECH,*\ \&#xNAN;*subject always to non-excludable rights and mandatory laws in applicable jurisdictions.* Contents 1\. Purpose, Scope and Interpretation 2\. Marketplace Status and Contracting Model 3\. User Assumption of Risk and User Responsibilities 4\. Vendor Responsibility and Vendor-Supplied Risks 5\. Third-Party Services and External Dependency Risks 6\. Eligibility, Onboarding, Screening and Account Controls 7\. Ordering, Provisioning, Availability and Technical Performance 8\. Billing, Metering, Taxes, Payments and Digital Asset Risks 9\. Data Protection, Privacy, Security and Incident Response 10\. User Content, Workloads, AI/ML and Acceptable Use Risks 11\. Intellectual Property, Takedown and Non-Monitoring 12\. Compliance, Export Controls, Sanctions and Restricted Uses 13\. Suspension, Restriction, Takedown and Termination Rights 14\. Warranty Disclaimers and No-Reliance 15\. Limitation of Liability 16\. User Indemnities and Risk Transfer 17\. Complaints, Disputes, Class Action Waiver and Time Bar 18\. General Legal Protections Schedule 1. Risk Allocation Matrix
Important Legal Note
This document is intended to serve as a Terms of Service Disclaimer and risk-allocation layer for the Solidus AITECH Compute Marketplace. It forms part of a broader contractual structure governing the use of the platform and associated services.

Nothing in this document constitutes, or shall be interpreted as, the provision of financial services, investment advice, brokerage services, custody services, or any regulated activity under applicable laws. The Compute Marketplace is provided as a technology platform and infrastructure layer only, and Solidus AITECH does not act as a financial intermediary unless expressly stated in a separate written agreement.


To the maximum extent permitted by applicable law, this Disclaimer allocates risk between users, vendors, and third-party service providers. However, nothing in this document shall exclude or limit liability where such exclusion or limitation is not permitted by law, including but not limited to liability for fraud, fraudulent misrepresentation, willful misconduct, or any mandatory consumer, data protection, or statutory rights.


The Compute Marketplace may involve the use of artificial intelligence, machine learning systems, and third-party infrastructure. Solidus AITECH acts solely as a provider of technical infrastructure and does not act as the provider, deployer, or operator of user-controlled AI systems unless explicitly stated. Users remain solely responsible for ensuring compliance with applicable AI, data protection, and sector-specific regulations.


The platform relies on independent third-party vendors, infrastructure providers, payment providers, and external systems. Solidus AITECH does not control and is not responsible for the acts, omissions, or performance of such third parties except where required by non-excludable law.


This document is provided for general informational and contractual purposes only and does not constitute legal, financial, or technical advice. Users are strongly encouraged to seek independent professional advice prior to using the marketplace, particularly where regulated activities, sensitive data, or high-risk workloads are involved.


This draft is intended as a global baseline and must be reviewed and adapted by qualified legal counsel for each jurisdiction in which the Compute Marketplace is made available, including but not limited to the European Union, United Kingdom, United Arab Emirates, and United States. Local laws, including consumer protection, data protection, and regulatory frameworks, may impose additional requirements or override certain provisions of this Disclaimer.



1\. Purpose, Scope and Interpretation This Terms of Use Disclaimer and Risk Allocation Notice (the “Disclaimer”) governs access to and use of the Solidus AITECH Compute Marketplace, including any related console, API, website, hosted interface, ordering workflow, payment flow, documentation, support channel and associated marketplace functionality made available by Solidus AITECH Digital Ltd. (“AITECH”, “we”, “us” or “our”). This Disclaimer forms part of the contractual framework governing the marketplace. It allocates risk among users, vendors and third parties, defines the circumstances in which AITECH may be liable and clarifies that AITECH operates primarily as a technology platform and facilitator unless expressly stated otherwise, and requires users to bear the risks inherent in cloud, compute, AI and digital-infrastructure usage. By accessing, browsing, registering for, purchasing through, listing on, paying through, integrating with, or otherwise using the Compute Marketplace, the user acknowledges and agrees that it has read, understood and accepted this Disclaimer as a legally binding agreement, together with the applicable Terms of Service, Acceptable Use Policy, Privacy Notice, any Order Form, any Service Level Agreement, and any Vendor Terms incorporated by reference.
Interpretation principles References to “including”, “such as” or similar expressions shall be construed as illustrative and not limiting, and shall be deemed to mean “including, without limitation”. References to a “Vendor” include any independent data centre operator, cloud provider, GPU owner, infrastructure host, partner, reseller, subcontractor or other third party supplier whose products or services are made available through the marketplace. References to “Third-Party Services” include networks, internet service providers, telecom infrastructure, blockchain networks, payment providers, wallet providers, KYC/KYB vendors, sanctions-screening tools, open-source tools, container registries, operating systems, hypervisors, orchestration tools, software libraries and all other services or dependencies not directly provided or controlled by AITECH. If any provision of this Disclaimer is found to be invalid, unlawful, or unenforceable under applicable law, it shall be modified or interpreted to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law. *
2\. Marketplace Status and Contracting Model AITECH as marketplace operator Unless AITECH expressly identifies itself in writing as the direct provider, vendor, managed service provider, or merchant of record for a particular offering, AITECH provides the Compute Marketplace as a platform, software interface, commercial facilitator, orchestration layer, billing facilitator, support channel or technical intermediary only. AITECH does not own or control vendor-supplied compute resources made available through the marketplace. The user acknowledges and agrees that Vendor Offerings are supplied by independent third-party vendors and that such vendors, and not AITECH, and primarily responsible for the availability, fitness, technical characteristics, lawful operation, performance, supportability, security posture, data handling, uptime, failover, maintenance and compliance of their respective services. Vendors operate independently and are not agents, partners, or representatives of AITECH. Nothing in the marketplace structure shall be interpreted as creating a financial intermediary, custody, or regulated service relationship unless expressly stated in a separate written agreement. No agency, partnership or fiduciary duty Nothing in the marketplace relationship creates an agency, partnership, franchise, fiduciary, trustee, custody, advisory or employment relationship between AITECH and any user or vendor. To the maximum extent permitted by applicable law, AITECH does not owe a fiduciary duty, professional duty of care, trustee duty, escrow duty, insurer duty or guaranteed monitoring obligation to any user, except expressly agreed in a separately executed written agreement signed by AITECH. The existence of listing controls, verification labels, compliance checks, ratings, billing facilitation, orchestration tools or support channels does not convert AITECH into the primary supplier of all vendor-provided services. 3\. User Assumption of Risk and User Responsibilities User-borne risks The user assumes primary responsibility for the selection, configuration, deployment, monitoring and use of compute resources, workloads, models, datasets, outputs, credentials, wallet addresses, scripts, containers, virtual machines, storage volumes, networking rules, APIs and downstream business operations. The user is solely responsible for determining whether any marketplace offering is suitable for its legal, commercial, security, technical, performance, data residency, export-control, audit, insurance, governance, model-training, inference or continuity requirements. To the maximum extent permitted by applicable law, AITECH shall have no responsibility for the user’s failure to conduct appropriate diligence, testing, backup planning, security hardening, or legal review prior to use. the legality, quality, ownership, integrity and permissibility of User Content Data and workloads used through the marketplace; all configurations, credentials, secrets, access controls, SSH keys, API tokens, access permissions, IAM policies, firewall rules, encryption, security settings and patching decisions; backup policies, recovery testing, business continuity arrangements, checkpoint preservation, model reproducibility and data export routines; validation of all performance assumptions, benchmark claims, price assumptions, cost forecasts and utilisation assumptions in the user’s own environment; all activity occurring through the user’s account, whether authorised or unauthorised, unless non-excludable law requires otherwise; the user’s own customers, clients, employees, contractors, end users, regulators and counterparties, and all obligations owed to them by the user. *
4\. Vendor Responsibility and Vendor-Supplied Risks Core vendor responsibility disclaimer Each Vendor is solely and exclusively responsible for its own listings, capacity, technical specifications, configuration accuracy, hardware quality, maintenance, monitoring, support, security, personnel, subcontractors, legal compliance, service credits, refunds, incident handling and business conduct. To the fullest extent permitted by law, AITECH disclaims all responsibility and liability for any act, omission, fraud, misrepresentation, negligence, breach, outage, underperformance, overbilling, data incident, IP issue or regulatory failure attributable to any Vendor. Where an issue arises from a Vendor-supplied GPU, node, cluster, storage device, hosted environment, orchestration environment, image, software stack or any vendor-controlled service, the user agrees that such problem is a vendor-side risk, not an AITECH-side risk, unless AITECH expressly accepted direct responsibility for that exact service in a separately signed writing. Vendor-side matters for which AITECH is not responsible false or inaccurate listing descriptions, GPU specifications, vRAM allocations, CPU/RAM allocations, throughput figures, latency claims, or location claims; capacity shortages, queue delays, over-commitment, oversubscription, throttling, scheduler unfairness, VM instability, degradation, downtime or failed provisioning; vendor-side cybersecurity failures, ransomware, data loss, insider misconduct, malicious code, credential leakage, or cross-tenant exposure; vendor-side breach of sanctions, export control, tax, labour, privacy, data residency, cybersecurity, environmental or sector-specific laws; vendor refusal to provide support, service credits, refunds, migration assistance, logs, incident information or forensic cooperation; physical or infrastructure-related failures, including but not limited to hardware faults, upstream data centre issues, power events, rack failures, hypervisor failures, storage corruption, BIOS/firmware issues or patching failures; vendor insolvency, business failure, platform exit, delisting, de-prioritisation, change of pricing, change of region availability or commercial withdrawal. 5\. Third-Party Services and External Dependency Risks Third-party risk transfer AITECH does not own, operate, or control the internet, blockchain networks, public cloud networks, wallet software, banking systems, payment processors, KYC/KYB providers, telecom systems, DNS providers, software dependencies or other third-party services used directly or indirectly in connection with the marketplace. All such services are outside AITECH’s control and are used at the user’s own risk. To the maximum extent permitted by law, AITECH shall not be liable for any failure, loss, corruption, delay, fraud, interruption, non-performance, chargeback, false positive screening result, account restriction, payment delay, wallet compromise, smart-contract issue, chain congestion, chain reorganisation, fork event, third-party API failure, or other loss caused by third-party systems or dependencies.

6\. Eligibility, Onboarding, Screening and Account Controls Account creation and screening AITECH may require identity verification, business verification, sanctions screening, fraud checks, wallet screening, tax information, export-control information or supporting documentation at any time before or after onboarding, including on an ongoing basis where required for compliance or risk management purposes. The user must provide complete, current and accurate information. Any omission, inaccuracy, expired document, mismatch or suspicious activity may result to refusal, delay, suspension, restriction, cancellation or termination, where permitted by applicable law. AITECH may rely on third-party screening providers and verification providers. While reasonable care is taken in selecting such providers, AITECH does not guarantee the accuracy, completeness, or availability of their outputs. AITECH may refuse access, restrict accounts, or decline transactions where it reasonably determines that legal, regulatory, reputational, fraud, sanctions, export-control, security or abuse risk exists. 7\. Ordering, Provisioning, Availability and Technical Performance No guarantee of uninterrupted or error-free service The marketplace, vendor offerings and any related orchestration, console or API functionality are provided on an “as available” and “as is” basis, to the maximum extent permitted by applicable law. Provisioning may fail, be delayed, be queued, be partially completed, be rolled back, or be cancelled due to technical issues, legal restrictions, screening requirements, capacity constraints, bugs, maintenance, cyber incidents, vendor-side problems or force majeure events. AITECH does not guarantee continuous availability, uninterrupted access, exact benchmark performance, exact region placement, exact tenancy characteristics, exact dedicated-resource behaviour, exact storage durability, or exact latency outcomes. Performance may vary materially based on configuration, contention, software stack, workload, region, upstream vendor environment and other factors. Where service level agreements (SLAs) are expressly provided, they shall apply in accordance with their respective terms. No responsibility for business interruption The user bears all risk of lost revenue, lost customers, delayed launches, missed tenders, corrupted training runs, failed checkpoints, delayed experiments, degraded inference, failed autoscaling, missed deadlines or substitute-service costs. The user must implement its own failover, backup, multi-region deployment, checkpointing and business continuity plan and shall not rely on the marketplace as a sole point of operational continuity. 8\. Billing, Metering, Taxes, Payments and Digital Asset Risks Metering and billing protections for AITECH Charges may be based on platform-side records, vendor-side records, third-party metering systems, payment processor records, blockchain records or other machine-generated usage data. Such data may contain timing discrepancies, rounding differences, classification errors or delayed adjustments. To the fullest extent permitted by law, such records shall be prima facie evidence of usage and charges unless AITECH determines otherwise. AITECH may correct invoices, statements, charge calculations, usage logs, wallet calculations, exchange-rate assumptions, tax treatment, credits and balances where errors, anomalies, abuse indicators, refunds, chargebacks, vendor reconciliations, chain events or technical issues are identified. AITECH does not act as a payment processor, custodian, or financial intermediary in relation to third-party payment flows or digital asset transactions unless expressly stated. Digital asset and payment risks The user bears all volatility risk, slippage risk, gas-fee risk, bridge risk, chain-congestion risk, wallet-compromise risk, erroneous-address risk, token-approval risk and irreversible-transfer risk associated with crypto or token-based payments. To the maximum extent permitted by applicable law, AITECH is not responsible for third-party banking, payment service providers, on-ramp, off-ramp services, exchange or wallet failures, freezes, reversals, delays, rejections or compliance blocks. The user is solely responsible for applicable taxes, including withholding, VAT/GST, customs, duties, transaction taxes, exchange fees and all regulatory reporting arising from its use of the marketplace, unless non-excludable law requires AITECH to collect or remit them. 9\. Data Protection, Privacy, Security and Incident Response No absolute security; user retains primary responsibility While AITECH may implement reasonable technical and organisational measures at the platform level, no infrastructure, website, API, software stack or hosted environment can be guaranteed to be completely secure. The user acknowledges the existence of inherent cybersecurity risks and accepts that unauthorised access, malware, denial-of-service, account takeover, data leakage, insider misuse, accidental exposure, open-source vulnerabilities, container vulnerabilities, compromised dependencies and other incidents may occur despite safeguards. Except where non-excludable law applies or where AITECH expressly undertakes processor obligations in a separate DPA, the user remains solely responsible for determining whether the marketplace and any vendor offering are appropriate for personal data, regulated data, confidential data, source code, model weights, export-controlled data, customer data, trade secrets or other sensitive material. Privacy and DPA hierarchy Where AITECH acts as a processor, its obligations shall be limited to those expressly set out in the applicable Data Processing Agreement (DPA) and no additional obligations shall be implied. Where AITECH acts as a data controller, its processing activities shall be governed by the applicable Privacy Notice. Where a Vendor or Third-Party Service processes data, the user is responsible for ensuring that adequate notices, lawful bases, transfer mechanisms and contractual protections are in place with that party, to the extent required by applicable law. To the maximum extent permitted by applicable law, AITECH is not responsible for user-side failure to classify data, redact data, minimise data, apply retention limits, encrypt data, pseudonymise data, control access, or compliance with data subject rights obligations. *
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10\. User Content, Workloads, AI/ML and Acceptable Use Risks
User control and user risk The user is solely responsible for all code, prompts, scripts, data, containers, models, outputs, workflow logic, orchestration instructions and downstream uses of AI/ML workloads run through the marketplace. AITECH does not guarantee the legality, safety, accuracy, fairness, reproducibility, compliance, non-bias, non-hallucinatory character, non-infringing status or fitness of any output produced through the user’s workloads. The user bears all risk arising from model behaviour, unsafe outputs, hallucinations, prompt leakage, harmful outputs, moderation failures, failed retrieval, agent mis-execution, automated decisions, and any downstream business, legal or human impact caused by the user’s AI/ML use. AITECH acts solely as a provider of technical infrastructure and does not act as a provider, deployer, or operator of AI systems under applicable law unless expressly stated. Users are responsible for ensuring that their AI/ML use complies with applicable laws and regulations, including the EU Artificial Intelligence Act where applicable. Prohibited uses and consequence allocation The user must not use the marketplace for illegal, infringing, fraudulent, abusive, sanctionable, export-restricted, offensive or dangerous purposes, including unlawful surveillance, impersonation, malware, credential theft, deepfake fraud, disallowed content generation, exploit development or unlawful data scraping. To the maximum extent permitted by applicable law, AITECH shall not be liable for any investigation, notice, takedown, regulator inquiry, civil claim or criminal exposure arising from the user’s content, workloads, or activities. 11\. Intellectual Property, Takedown and Non-Monitoring
No general monitoring obligation To the fullest extent permitted by law, AITECH has no general obligation to monitor user conduct, review workloads, inspect datasets, examine code, validate licences, or proactively verify the legality of all content or uses. AITECH may, but is not obliged to, monitor or investigate where required for security, abuse prevention, legal compliance, platform integrity or business protection. Intellectual Property (IP) and takedown protection The user warrants that it owns, controls or has licensed all rights necessary for its content and workloads. AITECH may, acting reasonably and in good faith, remove, disable, restrict or preserve content and account activity in response to IP notices, legal notices, court orders, platform complaints, policy concerns or good-faith risk assessments. To the maximum extent permitted by applicable law, AITECH shall not be liable to the user for compliant or good-faith takedown, disablement, suspension or preservation action taken to protect the platform, comply with law or respond to notices. *
12\. Compliance, Export Controls, Sanctions and Restricted Uses
User compliance undertakings The user is solely responsible for compliance with all laws applicable to its use case, including sanctions, export controls, AI regulation, cybersecurity law, privacy law, tax law, labour law, procurement law and sector-specific regulation. The user represents that it is not a prohibited person, is not acting for a prohibited person, and will not use the marketplace for a prohibited end use or prohibited geography. AITECH may block, suspend, reject, freeze, cancel or unwind transactions or access where required by law or where AITECH reasonably believes risk exists, and AITECH shall not be liable to the user for taking such protective action. To the maximum extent permitted by applicable law, AITECH shall not be liable for actions taken in good faith to comply with legal or regulatory obligations or to mitigate risk. AITECH may cooperate with regulators, law enforcement, or competent authorities and may disclose information where required by applicable law. 13\. Suspension, Restriction, Takedown and Termination Rights
Broad protective rights AITECH may, at any time and without liability to the user except to the extent prohibited by law, suspend, restrict, delay, throttle, de-list, block, refuse, reverse, cancel, preserve, investigate or terminate access to the marketplace or any transaction where AITECH considers that legal risk, security risk, abuse risk, non-payment risk, vendor risk, fraud risk, sanctions risk, export-control risk, reputational risk, policy risk or operational risk exists. Such actions may be taken to comply with applicable law, enforce platform policies, protect system integrity, prevent fraud or abuse, or manage operational risk. Where reasonably practicable, AITECH will provide notice of such actions. However, the user acknowledges that immediate action may be required without prior notice in order to address urgent risks, including security incidents, legal obligations, or fraud prevention. 14\. Warranty Disclaimers and No-Reliance
Disclaimer of warranties To the maximum extent permitted by law, the marketplace, all marketplace services, all documentation, all interfaces, all listings, all support materials and all related functionality are provided “as is”, “as available”, “with all faults” and without warranties or conditions of any kind, whether express, implied, statutory or otherwise. AITECH specifically disclaims all implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, quiet enjoyment, accuracy, reliability, non-infringement, uninterrupted availability, non-interference, compatible operation, security and regulatory suitability. No reliance To the maximum extent permitted by applicable law, the user acknowledges that it has not relied upon any representation, roadmap, marketing statement, benchmark, oral assurance, informal chat, commercial expectation, future feature statement or business projection except as expressly stated in a binding written agreement signed by AITECH. No statement by a vendor, partner, community member, affiliate, advisor, marketer, ambassador, reseller or informal representative shall bind AITECH unless formally authorised in writing. 15\. Limitation of Liability
Excluded losses To the maximum extent permitted by law, AITECH shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive or enhanced damages. AITECH shall not be liable for loss of profits, revenue, expected savings, opportunity, goodwill, customers, reputation, use, data, model weights, training artefacts, workloads, business interruption, procurement of substitute services, or regulatory exposure arising from use of the marketplace. AITECH shall not be liable for losses caused by vendors, third parties, upstream infrastructure, public networks, open-source components, screening providers, payment rails or force majeure events. Aggregate liability cap Subject always to non-excludable law, AITECH’s total aggregate liability arising out of or in connection with the marketplace, whether in contract, tort, negligence, misrepresentation, strict liability, restitution or otherwise, shall not exceed the greater of: (a) the fees actually received by AITECH from the user for the specific marketplace services giving rise to the claim during the thirty (30) days immediately preceding the event giving rise to liability; or (b) US$100 where no such fees were paid. This cap applies collectively to all claims, events, causes of action and legal theories, and is an essential basis on which access to the marketplace is made available. Non-excludable matters Nothing in this Disclaimer excludes or limits liability to the extent exclusion is prohibited by applicable law, including liability that cannot lawfully be limited for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other non-excludable matter. 16\. User Indemnities and Risk Transfer
User indemnity To the maximum extent permitted by applicable law, the user shall defend, indemnify and hold harmless AITECH, its affiliates, officers, directors, employees, contractors, advisors and agents from and against all losses, liabilities, costs, penalties, fines, judgments, settlement amounts and professional fees arising out of or related to the user’s content, workloads, conduct, account, payments, legal breaches, vendor disputes, customer disputes or downstream operations. This indemnity specifically includes claims arising from data breaches caused by the user, IP infringement caused by user content, unlawful datasets, unlawful AI outputs, misuse of vendor capacity, sanctions/export-control breaches, chargebacks, tax claims, regulator inquiries, third-party notices, and disputes between the user and any vendor or third party. AITECH reserves the right to assume control of the defense and settlement of any claim subject to indemnification. 17\. Complaints, Disputes, Class Action Waiver and Time Bar
Internal Resolution Users must first raise complaints through AITECH’s designated support or legal channel and allow a reasonable opportunity for internal review. AITECH may require supporting evidence, screenshots, billing records, wallet records, logs, notices or identification before reviewing a claim. Procedural Provisions To the maximum extent permitted by law, claims must be brought only in the claimant’s individual capacity and not as part of a class, representative, collective or group action. To the maximum extent permitted by law, any claim relating to the marketplace must be commenced within one year after the cause of action accrues, failing which the claim is permanently barred. Where permitted by applicable law and specified in the applicable Terms of Service, AITECH may require mediation or another pre-litigation process before formal proceedings. 18\. General Legal Protections
Change rights, severability and survival AITECH may update, restate or replace this Disclaimer from time to time. Where required by applicable law, AITECH will provide reasonable notice of material changes. Updates shall take effect from the date of publication or such later effective date as specified. If any provision of this Disclaimer is found to be invalid, unlawful, or unenforceable, it shall be modified or severed to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect to the maximum extent permitted by applicable law. All provisions which by their nature are intended to survive termination or suspension shall continue in effect, including, without limitation, provisions relating to disclaimers, risk allocation, limitation of liability, indemnities, payment obligations, compliance, confidentiality, and dispute resolution. *
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Schedule 1. Risk Allocation Matrix
Risk CategoryPrimary Risk BearerAITECH Position
User configuration, credentials and workload designUserAITECH disclaims responsibility; user assumes risk.
Vendor outages, hardware faults and underperformanceVendor / UserAITECH not responsible unless expressly acting as direct provider.
Third-party payment, wallet or banking failuresUser / Third PartyAITECH not liable for external payment rail failures.
User content legality, licences and IP clearanceUserUser indemnifies AITECH for resulting claims.
Sanctions, export-control and restricted-use breachesUserAITECH may suspend or refuse service without liability.
Data loss without user backup planUserUser must maintain backup and recovery arrangements.
Marketplace technical bug in platform-only functionAITECH subject to lawLiability limited, excluded and capped as stated herein.
Vendor-side security incident or vendor misconductVendor / UserAITECH disclaims liability for vendor-side failures.
Regulatory claims arising from user business activitiesUserAITECH not responsible for user’s downstream legal obligations.
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