Terms of Access and Use of InvestLM Generative AI Platform

InvestLM Generative AI Platform (including this website and the services, applications, tools, functionalities and contents made available to you by, on or via InvestLM, and the enhancements, improvements and variations thereof) (collectively, “this Platform”) is an online platform that provides contents created through artificial intelligence.  This Platform is maintained and operated by The Hong Kong University of Science and Technology (“HKUST” or “we” or “us”). 

These Terms of Access and Use (“these Terms”) and the Privacy Policy (defined below) apply to your access to and use of this Platform in whatever manner.  By applying to register for an Account (defined below), accessing and/or using this Platform-, you are agreeing to be bound by these Terms and the Privacy Policy.   Please read these Terms carefully before you submit any Account registration application.  IF YOU DO NOT AGREE TO ANY OF THESE TERMS, DO NOT SUBMIT ANY ACCOUNT REGISTRATION APPLICATION, OR ACCESS OR USE THIS PLATFORM OR ANY PART THEREOF.   The University reserves the right to accept or reject your Account registration application in its sole discretion.

We may amend, supplement and/or update these Terms and the Privacy Policy from time to time.  Your continued access and/or use of this Platform shall be deemed to be your acceptance of the up-to-date version of these Terms and the Privacy Policy.  Therefore, please check these Terms and the Privacy Policy periodically for updates.

This Platform is intended for those who access it from within Hong Kong. This Platform is not intended for distribution to, or access or use by, any person in or from any jurisdiction or country or region where such distribution or access or use would be contrary to local law or regulation.

1.              DEFINITIONS AND INTERPRETATION

1.1         In these Terms, unless the context otherwise requires:

“Account” means your account on this Platform;

“AI-Generated Output” means the Output of this Platform that is generated by artificial intelligence.

“Authorized Person” means a person authorized by you to operate the Account to access and/or use this Platform for and on your behalf.

“Contents” means the Input and Output.

“Device” means the device (whether a computer, mobile device, tablet or other device) with which you or any Authorized Person gains access to this Platform.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“Input” means the input provided by you to this Platform, including your instructions, questions and prompts.

“HKUST Parties” means HKUST, its subsidiaries and its affiliates, and “HKUST Party” means any one of them.

“IPRs” means patents, copyright (including rights in computer software), trademarks, service marks, trade names, trade secrets, design rights, rights in layout-design (topography) of integrated circuits, domain names, database rights, rights in Knowhow, new inventions, designs or processes and other intellectual property rights, whether now known or created in future (of whatever nature and wherever arising) and in each case whether registered or unregistered and including applications for the grant of any such rights.

“Output” means the output (including responses and other information) provided to you by this Platform based on your Input.

“Parties” mean HKUST and you, and “Party” means any one of them.

“Privacy Policy” means the Personal Data Collection Statement for InvestLM Generative AI Platform.

“subsidiary” has the meaning given to it in section 15 of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong).

1.2         Unless the context otherwise requires, any reference in these Terms to:

(a)           “including” shall be construed as “including without limitation” (and cognate expressions shall be construed similarly);

(b)           a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(c)           a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(d)           a document (i) includes all schedules, appendices, annexures and other materials attached to such document and (ii) means the same as it may have been, or may from time to time be, amended, modified or supplemented;

(e)           a provision of law is a reference to that provision as amended or re-enacted;

(f)             a time of day is a reference to Hong Kong time.

1.3         In these Terms, unless the context otherwise requires:

(a)           words importing the plural include the singular and vice versa;

(b)           words importing a gender include every gender; and

(c)           any reference to a Clause is a reference to a clause of these Terms.

1.4         Clause headings are for ease of reference only and do not affect interpretation of these Terms.

2.              USE OF THIS PLATFORM

2.1         Subject to your consent to be bound by, and compliance with, these Terms and the Privacy Policy in your Account registration application for access and use of this Platform, and acceptance by us of your Account registration, we grant you a limited, non-exclusive, non-transferable and revocable licence to access and use this Platform for non-commercial use. 

2.2         By accessing and using this Platform, you acknowledge that although we endeavour to improve this Platform and its output with a view to making them more accurate, reliable and safe, artificial intelligence (AI) and generative artificial intelligence (Generative AI or GenAI) are relatively new technologies that are still being developed and this Platform might in certain situations provide Output that is not accurate.  Accordingly, by accessing and/or using this Platform, you understand and agree that:

(a)           the Output of this Platform (including any text generated through its artificial intelligence tools) is for informational purposes only and does not constitute, and should not be regarded as, any investment, financial, tax or professional advice.  Your access or use of this Platform, or this Platform’s provision of any Output, does not in any way establish any consultant/advisor-client relationship between you and any HKUST Party or any other relationship which imposes any duty of care, fiduciary duty or other duty or obligation whatsoever on any HKUST Party.  You should obtain your own independent investment, financial, tax and professional advice as appropriate;

(b)           the Output of this Platform may not cover all possible situations and it may not be thorough and accurate, so it might not be suitable for your specific matter.  You must not rely on any Output of this Platform as a sole source of truth or factual information, or as a substitute for professional advice;

(c)           you must evaluate the Output of this Platform for accuracy and appropriateness for you or your specific matter, including cross-checking with other reference materials and sources as appropriate and exercising independent judgment, before using or sharing any Output of this Platform;

(d)           you must not use any Output of this Platform relating to any person for any purpose that might have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about that person;

(e)           this Platform may provide incomplete, incorrect, objectionable or offensive Output that does not represent the views of any HKUST Party or any of its officers, employees, contractors or agents;

(f)             if any Output refers to and/or incorporates any third party contents, products or services, it does not mean or imply in any way that HKUST Party endorses or is affiliated with any such third party.  HKUST Parties are not responsible for any such third party contents, products or services.

2.3         Without prejudice to Clause 2.2 above, you acknowledge that HKUST has made available to you the access and/or use of this Platform for educational and research purposes only.  Accordingly, by accessing and/or using this Platform, you understand and agree that:

(a)           making available any information, observation or analysis about, or any reference to, any products or services (including any securities, instruments or other financial products, or insurances, or any financial services) in any Content or this Platform does not constitute, and should not be regarded as, an offer, solicitation or recommendation of any products or services, or any HKUST Party’s endorsement, approval or introduction of any products or services;

(b)           products or services referred to in any Content or this Platform may not be registered or authorized by any central bank, governmental or regulatory authority in your place of residence or location, so you may not be protected by the securities laws, banking laws, insurance laws or other relevant laws and regulations of your place of residence or location with respect to such products or services; and

(c)           the HKUST Parties do not represent that any products or services (including any securities, instruments or other financial products, or insurances, or any financial services) referred to in any Content or this Platform are suitable for you or any other person.

2.4         By applying to register for an Account, you represent and warrant to us that:

(a)           (if you are a natural person) you are at least 18 years of age (or, if higher, the age of majority in your jurisdiction) and you have full legal capacity and authority to accept and agree to these Terms and to open and maintain and operate the Account;(in any other cases) you are a company duly incorporated, validly existing and in good standing (if applicable) under the laws of your jurisdiction of incorporation or formation, and you have the power to accept and agree to these Terms and to open and maintain and operate the Account, and you taken all necessary action to authorize the same;

(b)           if you act through any Authorized Person when accessing and/or using this Platform, each such Authorized Person is at least 18 years of age (or, if higher, the age of majority in his jurisdiction) and has full legal capacity and authority to manage his own affairs, and each such Authorized Person has been duly authorized by you to act on your behalf in all respects in relation to your Account and this Platform (including provision of any Input to, and receiving any Output from, this Platform for and on your behalf); and

(c)           all information provided by you to us when registering the Account is correct, complete, up-to-date and not misleading, and you shall promptly keep us informed of any change or update in such information.

2.5         If you act through any Authorized Person when accessing and/or using this Platform, in doing so, you agree that

(a)           you must ensure that the Authorized Person shall duly comply with these Terms, as though all references to “you” in these Terms were to such Authorized Person;

(b)           all actions of the Authorized Person in relation to this Platform and/or your Account (including any Input submitted to this Platform using the Account) shall be binding on you;

(c)           you are solely responsible for (i) taking all necessary measures to monitor and control all your Account activities; (ii) selecting each Authorized Person carefully; and (iii) adopting proper safeguards to prevent your Account from being used by unauthorized person or for unauthorized purpose;

(d)           we are not under any obligation to verify whether any actions done by any Authorized Person using the Account are actually authorized by you;

(e)           you shall promptly provide to us such information about your Authorized Persons as may be reasonably requested by us for any of the following purposes:

(i)             to provide to you, administer, maintain, operate and/or safeguard this Platform;

(ii)           to support your use of this Platform (including your Account), and to respond to your inquiries and requests;

(iii)          to handle, investigate and/or process any claims made by or against any HKUST Party, or is respective officers, staff, contractors or agents, arising from or in connection with this Platform, or enforce rights of any HKUST Party;

(iv)         to investigate and/or prevent fraud, criminal activity, misuse of this Platform, protect the security of our IT systems, architecture, and networks;

(v)           comply with legal requirements and obligations; and

(vi)         all other purposes ancillary to the above purposes,

2.6         You acknowledge and agree that no more than one Device may log in to your Account at any time.

2.7         You are required to use your username and password in order to log in to your Account and use this Platform.  We presuppose that any log-in using your username and correct password is a valid session initiated by none other than you or your Authorized Person (as applicable).  All transactions executed through a valid session as defined above will be construed to have been emanated from you.  You and all Authorized Persons are cautioned against leaving the Device with which he gains access to this Platform unattended during a valid session.  You or the Authorized Person (as applicable) is responsible for ensuring that your Account is duly logged off at the end of any session.

2.8         By providing any Input to this Platform, you represent and warrant to us that:

(a)           you or your Authorized Person (as applicable) have all rights, licenses, and permissions needed to reproduce and provide such Input to this Platform; and

(b)           the provision of such Input to this Platform does not violate any obligations to any person, the law or these Terms.

2.9         You agree that we may monitor and record your use of this Platform (including your Input and Output and your Account activities) to ensure compliance with these Terms and any applicable laws and regulations and protect our rights and interests under these Terms and any applicable laws and regulations.

2.10     You acknowledge that information transmitted over the Internet may not be guaranteed to be completely secured, and communication over the Internet may be subject to interruption, transmission blackout, delayed transmission due to Internet traffic or incorrect data transmission due to the public nature of the Internet or otherwise.  HKUST Parties are not responsible for any losses or damages that may be incurred by you or any other person as a result of any delay, loss, diversion, alteration or corruption of any Content or other information sent to or received from this Platform by you over the Internet.

2.11     This Platform and/or the Output may include hyperlinks to other websites operated or made available by any person other than HKUST Parties (the “third party websites”) for your convenience.  Any use of such third party websites shall be at your own risk.  The contents at these sites are not investigated, verified, monitored, or endorsed by any HKUST Party.  The provision of any hyperlinks to third party websites on this Platform or in any Output does not constitute or in any way imply any recommendation, endorsement or approval by HKUST Parties or any association or affiliation of any HKUST Party with any person who operates or makes available such third party websites.  HKUST Parties are not responsible for any information or other contents that you may find on or receive from any third party websites, or the timeliness, accuracy, completeness or availability thereof.

3.              INTELLECTUAL PROPERTY

3.1         As between you and HKUST, this Platform is and will remain the exclusive property of HKUST and/or its licensors, as the case may be.  You shall not sell, reproduce, distribute, create derivative works from, grant any licence or any other right of, or otherwise exploit this Platform (or any part thereof) or any of its contents, except as expressly authorized by us in writing.

3.2         You acknowledge and agree that, as between you and HKUST:

(a)           you retain your right, title and interest in and to the Input, and by providing the Input to this Platform, you grant a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, transferable and sub-licensable licence to HKUST to use, store and process the Input for any of the following purposes:

(i)             training, designing, developing and improving this Platform, including the models, technologies and methodologies used by this Platform;

(ii)           carrying out and supporting educational and/or research activities to further HKUST’s mission; and

(iii)          other purposes set out in clause 1.2 of the Privacy Policy;

(b)           all IPRs in the Output (including any AI-Generated Output) are and shall remain the exclusive property of HKUST and/or its licensors, as the case may be;

(c)           you shall not have or acquire any ownership, title or interest in or to any Output, except the licence rights expressly granted to you in accordance with paragraph (d) below; and

(d)           subject to your compliance with these Terms, we grant you a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, transferable and sub-licensable licence to:

(i)             use, reproduce, distribute, display, transmit and create derivative works from the Output; and

(ii)           modify, adapt, translate and alter the Output into other works in any form,

for non-commercial use.

3.3         For the avoidance of doubt, you acknowledge that due to the nature of this Platform and artificial intelligence in general, Output may not be original nor unique and other users of this Platform may receive similar output from this Platform.  You acknowledge and confirm that you do not have any right, title and interest in and to any output provided by this Platform to other users.

3.4         The grant of any rights or licences to you under this Clause 3 shall not be construed to confer upon you any title, licence, right or interest, by implication or otherwise, in any IPR or other proprietary right not expressly granted or licensed under these Terms.  All rights not expressly granted under these Terms are reserved by HKUST. No rights or licences may be implied or inferred from any course of dealing, custom, usage of trade or otherwise.

4.              YOUR RESPONSIBILTIES

4.1         When accessing and/or using this Platform, you must comply with the law as well as any guidelines and/or policies made available by us to you, whether by publication of notice on this Platform, by email or otherwise.

4.2         You must not use, and you must ensure that all your Authorized Persons must not use, any Output and this Platform for any illegal, fraudulent, harmful or abusive activity or for any unlawful purpose.  Without limiting the generality of the foregoing, you shall not do, or purport or attempt to do, any of the following (or permit or assist any Authorized Person or any other person to do, or purport or attempt to do, any of the following):

(a)           accessing your Account and/or this Platform through any unlawful means, or using your Account, any Output and/or this Platform in any way that infringes, misappropriates or violates any rights of any person or harasses, threatens, bullies any person, or interferes with or disrupts or adversely affects this Platform (or any part thereof);

(b)           providing to this Platform (i) any Input or other content that infringes the rights (including IPRs) of any person to this Platform, or (ii) any false, misleading or inaccurate information, or (iii) any personal data about any individual, or (iv) any confidential information belonging to you or any other person, or (v) any unlawful, libellous, defamatory, indecent, obscene, abusive, hateful, discriminatory, offensive or otherwise objectionable Input or other content;

(c)           using this Platform to collect or store any personal data about any third party;

(d)           modifying, enhancing, adding to or deleting or in any way tempering with this Platform (or any part thereof);

(e)           save to the extent permitted by these Terms or the applicable laws and regulations, reverse-engineering or decompiling this Platform or any underlying components of this Platform or any part thereof, including our models, algorithms, systems or infrastructure;

(f)             automatically or programmatically submitting Input and/or extracting any Output or other data from this Platform without our authorization;

(g)           misrepresenting or otherwise misleading any person to believe that any AI-Generated Output (or any part thereof) is human-generated, or using any Output (or any part thereof) to deceive or mislead any person in any way (including plagiarism or any other forms of dishonest behaviours);

(h)           interfering with or disrupting this Platform (or any part thereof) and/or any other user’s use of this Platform (or any part thereof), including (i) gaining unauthorized access to this Platform; (ii) engaging in any other activity that may compromise this Platform’s security or overburden, disable or impair this Platform and/or the computer systems or servers hosting or operating this Platform; (iii) circumventing any limits or restrictions or bypassing any protective or controlling measures imposed on this Platform; or (iv) uploading or otherwise providing to this Platform any Input or other content that contains viruses, malware, spyware or any other malicious or harmful elements or programs that may disrupt or compromise this Platform and/or the computer systems or servers hosting or operating this Platform; and

(i)             without our prior written consent, using any Output to develop or provide any models, products and/or services that are similar to or compete with this Platform.

4.3         You agree that you are solely responsible for the accuracy and appropriateness of any and all of the instructions, documents, information and data given by you or any Authorized Person (as applicable) to this Platform.

4.4         You must keep, and must ensure that all your Authorized Persons must keep, the username and password of your Account safe and secret, and prevent any unauthorized use of the username and password of your Account.  You undertake to inform us as soon as reasonably practicable if you know or suspect that any person other than your Authorized Persons knows your username and/or password or that any unauthorized activities have taken place through your Account. 

4.5         You are solely responsible for (a) adequate protection and back up of data and your Device and (b) taking appropriate precautions to scan for computer viruses and other contaminating or destructive or otherwise inappropriate properties.

4.6         You shall be liable for all losses if you or any of your Authorized Person fails to properly safeguard your username and password and your Device, or you fail to inform us as soon as reasonably practicable if you know or suspect that any other person knows your username and/or password or that any unauthorized activities have taken place through your Account.

5.              SUSPENSION, TERMINATION AND CHANGES

5.1         You may stop using this Platform at any time.

5.2         We reserve the right to discontinue, suspend or terminate this Platform (or any part thereof) or your access to and/or use of this Platform (or any part thereof) or suspend or delete your Account at our sole and absolute discretion at any time without prior notice.

5.3         Without prejudice to Clause 5.2 and any other rights and/or remedies that we may have under these Terms or under the law, we are entitled to terminate your access to and/or use of this Platform (or any part thereof) or delete your Account with immediate effect without prior notice if we determine, in our sole opinion, that:

(a)           your Account has been inactive for three months or above;

(b)           you have breached these Terms;

(c)           your access and/or use of this Platform has caused or may cause risk or harm to this Platform, any HKUST Party, any other user of this Platform or any other person; or

(d)           we must do so in order to comply with the applicable laws and regulations.

5.4         Even after discontinuation, deletion, suspension or termination of your Account and/or this Platform (as the case may be), you remain responsible for performing and discharging his obligations and liabilities created or accrued before the discontinuation, deletion, suspension or termination (as the case may be). 

5.5         This Platform is a product from research and development of the University.  Given the experimental nature of research and development, the functionalities and features of this Platform are subject to change from time to time as the University deems appropriate, and we may not be able to give you advance notice of any such changes.  

6.              DISCLAIMERS

6.1         This Platform (including any content provided thereon) is provided on “as is” basis.  To the fullest extent permitted by the law, HKUST Parties expressly disclaim and exclude all warranties, representations, undertakings and conditions (whether express or implied, whether statutory or otherwise) with respect to this Platform (including the content generated by it), including warranties relating to the quality, fitness for any particular purpose, condition, merchantability, non-infringement or timeliness. 

6.2         Without limiting the generality of Clause 6.1, HKUST Parties do not represent, warrant or guarantee, whatsoever, expressly or impliedly, that this Platform, or any content generated by it, will be uninterrupted, error-free or accurate, or that this Platform is free of virus or other destructive or disruptive features which may adversely affect your hardware, software or equipment.

6.3         HKUST Parties are not responsible in any way for any third party software that you may use in connection with this Platform, including the accuracy, functionality, security and performance thereof.

7.              LIMITATION OF LIABILITY

7.1         IN NO EVENT SHALL ANY HKUST PARTY OR ITS RESPECTIVE OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THIS PLATFORM (INCLUDING ANY CONTENT PROVIDED THEREON), REGARDLESS OF WHETHER ANY OF THE AFOREMENTIONED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2         YOU ACCEPT AND AGREE THAT ANY USE OF ANY OUTPUT FROM THIS PLATFORM IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

8.              INDEMNITY

8.1         You shall indemnity and hold harmless each HKUST Party and its respective officers, employees, contractors or agents from any and all claims, liabilities, losses or expenses (including legal costs) arising out of in connection with any non-compliance or breach of any provision of these Terms by you or any of your Authorized Persons.

9.              MISCELLANEOUS

9.1         If any provision of these Terms is found by any arbitral tribunal or court of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable or unenforceable it shall, to the extent of such illegality, invalidity, voidness, voidability, or unenforceability, be deemed not to form part of these Terms without modifying the remaining provisions of these Terms, and shall not in any way affect the validity and enforceability of the remaining provisions of these Terms, which shall continue in full force and effect.

9.2         You may not assign or transfer any of your rights or obligations under these Terms without HKUST’s prior written consent. HKUST may assign any of its rights or obligations under these Terms to any HKUST Party without prior notice or your consent.

9.3         Failure or delay by HKUST in enforcing or partially enforcing any provision of these Terms will not be construed as waiver of any of its rights under these Terms.  Any waiver by HKUST of any breach of, or any default under, any provision of these Terms by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of these Terms.

9.4         These Terms (including the Privacy Policy referred thereto) and your Account registration application form constitute the entire agreement between the Parties with respect to the access and use of this Platform and the related subject matters referred to therein, and supersedes all other communications, whether written or oral.  

9.5         All rights, powers and remedies of HKUST Parties under these Terms shall be cumulative and in addition to all rights, powers and remedies given to them by law.

9.6         The English version of these Terms shall prevail in the event of any discrepancy or inconsistency between the English version and any other language version (if any) of these Terms.

10.         GOVERNING LAW AND DISPUTE RESOLUTION

10.1     These Terms shall be governed by and construed in accordance with the laws of Hong Kong.

10.2     Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.  The seat of arbitration shall be Hong Kong.  The number of arbitrators shall be one.  The arbitration proceedings shall be conducted in English.

11.         THIRD PARTY RIGHTS

11.1     Unless expressly provided to the contrary in these Terms, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) (the “Third Parties Ordinance”) to enforce or to enjoy the benefit of any term of these Terms.

11.2     Notwithstanding any term of these Terms, the consent of any person who is not a Party is not required to rescind or vary these Terms.

11.3     Any officer, employee, contractor or agent of any HKUST Party may, subject to this Clause 9 and the Third Party Ordinance, rely on any clause of these Terms which expressly confers rights on it.

Version Date: November 11, 2024