Terms of Service
Effective
Date: April 3, 2026
These
Terms of Service (“Terms”) govern access to www.monoclaw.app (the “Website”) and the
Client Dashboard (“Dashboard”). Sentimento Technologies Limited (“Sentimento”,
“we”, “us”) provides Configuration Services, Bailment, and
Software Licensing exclusively pursuant to the Master Configuration Services,
Bailment and Software Licence Agreement (“Master Agreement”) and the
Acceptable Use Policy (“AUP”) published at www.monoclaw.app/legal/aup. By accessing the Dashboard or
creating an account, you acknowledge that you have read, understood, and agree
to be bound by these Terms, the Master Agreement, and the AUP.
1.
Scope and Exclusive Service Model
1.1 The Website is accessible globally
for informational purposes only. However, Sentimento provides Configuration
Services, Bailment, and Software Licensing exclusively to clients domiciled
in and delivering hardware to addresses within the Hong Kong Special
Administrative Region (“HK SAR”). We do not provide services outside HK
SAR.
1.2 The Master Agreement, including
Schedules A, B, C, D, and E, and this AUP, are incorporated herein by
reference. In the event of any conflict, the Master Agreement shall prevail.
2.
Eligibility and Geographic Restrictions
2.1
HK SAR Only: You
must be: (a) a natural person aged 18+ with bona fide residency in HK SAR (as
defined in the AUP); or (b) a company duly incorporated under the Companies
Ordinance (Cap. 622) with a valid Hong Kong Business Registration Certificate
and principal place of business exclusively within HK SAR.
2.2
Export Control and Sanctions Compliance: You represent and warrant that:
- You
are not listed on any Sanctions Lists (OFAC SDN List, EU Consolidated
Financial Sanctions List, UN Security Council Consolidated List, US
Commerce Department Entity List);
- You
are not a national, resident, or organized under the laws of any
comprehensively sanctioned jurisdiction (Cuba, Iran, North Korea, Syria,
the Crimea region of Ukraine);
- You
are not a “Military End User” as defined in US Export Administration
Regulations §744.17;
- You
will not use MonoClaw or AI models for prohibited end-uses (weapons
development, military applications, mass surveillance, human rights
violations) per the AUP.
2.3
Technical Enforcement:
We employ IP geolocation, billing address verification, and identity
verification. Use of VPNs, proxy servers, or false location data to circumvent
these restrictions constitutes fraud, material breach, and entitles us to
immediate termination and liquidated damages of HKD \$50,000.
3.
Account Creation and Google SSO
3.1
Exclusive Authentication:
Access to the Dashboard requires authentication exclusively via Google Single
Sign-On (“Google SSO”). We do not support alternative login methods. You
must maintain a valid Google account registered to a HK-verifiable domain or HK
mobile number.
3.2
Account Security:
You are solely responsible for maintaining the confidentiality of your Google
credentials. Any activity occurring under your Dashboard session is deemed
authorised by you. Notify us immediately via Dashboard notification of any
unauthorised access.
3.3
Account Data: Upon
registration, you must provide: (a) HK Business Registration Number or HKID
(last 4 digits only for verification); (b) Hong Kong billing address; (c) Hong
Kong mobile number; and (d) Telegram username (which must remain immutable
throughout the term per Clause 4.9 of the Master Agreement).
4.
The Dashboard as Exclusive Communication Platform
4.1
Exclusive Notification Platform:
Pursuant to Clause 11.6 of the Master Agreement, the Dashboard is the sole
and exclusive method for all contractual notices, billing communications,
delivery confirmations, termination notices, payment demands, and legal
correspondence. Email, postal mail, SMS, and telephone do not constitute
valid notice unless expressly required by mandatory applicable law or for
identity verification during Native Signing System (NSS) execution.
4.2
Deemed Receipt:
Notifications posted to the Dashboard are deemed received: (a) immediately upon
posting for urgent matters (Force Majeure, termination for breach, security
incidents); or (b) within 24 hours of posting for all other matters, regardless
of whether you actually view them.
4.3
Duty to Monitor:
You agree to check the Dashboard at least once every Business Day during the
Configuration Period, and at least once per calendar week thereafter. Failure
to monitor the Dashboard shall not excuse any obligation, deadline, or
liability under these Terms or the Master Agreement (Clause 11.6(c)).
4.4
System of Record:
Sentimento’s system logs showing the timestamp of a notification’s posting to
your Dashboard shall constitute conclusive evidence of the notification’s
dispatch and receipt for all purposes including dispute resolution (Clause
11.11, Master Agreement).
5.
Hardware Procurement and Strict Confidentiality
5.1
Direct Purchase from Apple:
You must purchase Client Hardware (Mac Mini, iMac, or other specified model) exclusively
as a new device directly from Apple Inc.’s official webpage or authorized
retail channels. We strictly prohibit and shall not accept used,
refurbished, second-hand, or pre-owned devices under any circumstances (Clause
12.8(a), Master Agreement). We never hold title to hardware, hold inventory, or
process hardware payments (Clause 2.4(a)).
5.2
Confidential Delivery Address:
Upon account verification, we provide a designated “Sentimento Receiving
Address” via the secure Dashboard. This address:
- Is
Strictly Confidential Information under Clause 1.1 and 12.6 of the
Master Agreement;
- May
be used solely for the specific Apple Order under your Master
Agreement;
- Must
not be disclosed to any third party, posted on social media, transmitted
via unsecured email, or used for any other purpose.
5.3
Punitive Actions for Breach:
Unauthorized disclosure of the Sentimento Receiving Address constitutes
material breach, entitling us to: (a) immediate termination without refund; (b)
liquidated damages of HKD \$50,000 per instance (acknowledged as a
genuine pre-estimate of loss); (c) injunctive relief; and (d) indemnification
for all losses and security remediation costs (Clause 12.6(d)).
5.4
Order Registration:
During the On-boarding Process, you must provide Hardware Order Details
including the Apple Order Confirmation Number and model specification. You have
3 Business Days from completing the On-boarding Process to provide the
Order Number if unavailable initially. Failure constitutes material breach,
entitling us to terminate immediately and forfeit the 40% deposit as liquidated
damages (Clause 12.5(c), 12.8).
5.5
Hardware Delivery Failure:
If Client Hardware is not physically received by us within 14 days of
the Apple estimated delivery date (as recorded in the Dashboard), we may
terminate the Agreement and retain the Deposit as liquidated damages for
reserved configuration capacity, unless you have notified us via the Dashboard
of Apple shipping delays or Force Majeure applies (Clause 12.4(h)).
6.
On-boarding Process and Contract Execution
6.1
Mandatory Pre-Contractual Procedure:
The On-boarding Process is the sole and exclusive opportunity to
purchase hardware and provide order information. It commences upon your first
Dashboard access and concludes only upon completion of:
- Telegram
Bot creation per Clause 4.9 (creating bot via BotFather, obtaining Bot
Token, providing immutable Telegram username);
- OpenRouter
API setup per Clause 4.6 and Schedule D;
- Apple
Hardware purchase and Order Detail submission per Clause 12.5.
6.2
Conditional Access to Execution:
You cannot execute the Master Agreement via the Native Signing System (NSS)
until the On-boarding Process is fully completed. The Agreement is presented as
a pre-signed standing offer by Sentimento. Your Electronic Signature
constitutes acceptance, forming a binding contract subject only to the
simultaneous or immediate payment of the 40% Deposit as a condition precedent
to Order Activation (Clause 1.3(d), 12.4(b)).
6.3
Electronic Signature:
Execution occurs exclusively through our proprietary Native Signing System
(NSS) integrated into the Dashboard. By clicking “Sign Agreement,” you
authenticate via Google SSO, manually enter your full legal name, and generate
a tamper-evident PDF with embedded audit log. Email transmission to your Gmail
address occurs solely for identity verification (Clause 1.3).
7.
Configuration Services and “No Remote Control” Architecture
7.1
Local-Only Operation:
You acknowledge that MonoClaw and the Skills Library comprise purely local
software code installed on your Client Hardware. The software operates entirely
offline (except for optional API calls initiated by you via OpenRouter) and
does not communicate with Sentimento’s servers (Schedule B, Section 2.2).
7.2
No Technical Control:
Sentimento has NO remote access, backdoor, administrative override, kill
switch, or technical capability to: monitor your usage; view content
processed by the Skills; update, patch, or modify the software
post-installation; restrict access or disable the Skills; or retrieve or delete
locally stored data (Schedule B, Section 2.2).
7.3
Sole Responsibility:
You bear exclusive and absolute responsibility for: secure operation of
the Skills; backup of all data; compliance with all applicable laws;
verification of all output generated; and security of Client Hardware
post-delivery (Schedule B, Section 2.2(d)).
8.
OpenRouter API Configuration and Model Selection
8.1
Pre-Configuration Requirement:
Prior to remittance of the 40% deposit, you must access https://openrouter.ai/ via the Dashboard redirection,
establish an API key account directly with OpenRouter Inc., and upload the API
key to the Dashboard within 24 hours of contract execution. Failure
constitutes material breach (Clause 4.6(b)).
8.2
Model Selection:
You must select exactly one model from the Free Tier list (defaulting to
Step 3.5 Flash if no selection is made). You may optionally select zero or
one model from the Paid Tier list. You may not select more than one Paid
Tier model per unit of Client Hardware (Clause 4.7, Schedule D).
8.3
No Sentimento Charges for Model Usage:
We do not charge for model usage, API calls, or token consumption.
OpenRouter charges you directly based on API usage and funding status of your
API key. We have no liability for paid models not functioning if you
fail to maintain adequate funds (Clause 8.7, Schedule D).
8.4
API Key Deletion:
Upon confirmation of receipt of the final 60% payment, we shall permanently
delete all copies of your OpenRouter API key from our systems within 24 hours
using secure data destruction methods (Clause 4.6(e)).
9.
Acceptance Mechanism and Test Script
9.1
The Sentimento Seal:
Upon completion of Configuration Services, we apply a unique numbered
Sentimento Seal to tamper-evident packaging. Breaking this Seal constitutes:
- Irrevocable
acceptance that Configuration Services are complete and conforming;
- Confirmation
that hardware is externally undamaged as to patent defects (save for
damage caused by our negligence);
- Waiver
of the right to reject for visible external damage or incomplete
installation (save for our negligence);
- Acknowledgment
of receipt of the Skills Library and acceptance of Schedule B terms;
- Non-Extinguishment
of Payment Obligation:
Breaking the Seal does not diminish your obligation to pay the
remaining 60% of the Configuration Fee within 7 days of receipt (Clause
4.3).
9.2
Test Script Conclusiveness:
The MonoClaw Provisioning Test Suite (Schedule B, Section 5) is
executed to validate installation. Successful completion of all gate-tier tests
constitutes conclusive evidence that we have completed Configuration
Services as promised. You acknowledge that subjective dissatisfaction
with the utility, effectiveness, or problem-solving capabilities of MonoClaw
does not affect contractual completion, provided the objective Test Script
criteria were met. No claim of defective product or non-delivery may be
asserted based on subjective dissatisfaction (Clause 4.3(h), Schedule B 5.3).
9.3
Preservation of Latent Defect Rights:
Breaking the Seal does not prejudice your rights regarding latent
defects (discoverable only after installation and first use), provided notice
is given within 48 hours of seal breakage (Clause 4.4).
10.
Fees and Payment
10.1
Configuration Fee:
The ordinary base fee is HKD $28,888.00 per unit
(inclusive of shipping). The currently displayed per-unit discount is
HKD $3,000.00, giving a live preview price of
HKD $25,888.00. The final payable amount is determined
only when the Stripe payment session is created. You may elect settlement in
HKD, USD, CNY, EUR, or GBP via Stripe Inc., bearing all foreign exchange risks
and transaction fees (Clause 12.1-12.3).
10.2
Non-Refundable Deposit (40%):
Immediately upon Electronic Signature via NSS, you must remit the Deposit (40%,
being HKD $10,355.00) through the integrated Stripe interface. No
grace period applies. Order Activation occurs only upon: (a) On-boarding
completion; (b) Electronic Signature; and (c) Stripe’s confirmation of payment
settlement. If payment fails, the Agreement is void ab initio or terminated
immediately (Clause 12.4(b)).
10.3
Final Payment (60%):
The remaining 60% (HKD $15,533.00) is due within 7 calendar
days of your physical receipt of the configured hardware. Receipt is deemed
upon courier delivery confirmation or signed collection receipt (Clause
12.4(c)).
10.4
Late Payment:
Failure to pay within 7 days constitutes material breach. Interest accrues at
2% per annum above HSBC Prime Rate. We may suspend support, refer debts to
collections, and report defaults to credit bureaus (Clause 12.4(e)).
10.5
No Refund Policy:
The 40% deposit is non-refundable in all circumstances once paid. The
60% final payment becomes non-refundable once the hardware arrives with
successful Test Script completion, regardless of subjective satisfaction
(Clause 12.7).
11.
Data Protection and Security
11.1
Dual Data Roles:
We act as Data User (Controller) for hardware diagnostic logs, device
photographs, and contract execution data. We act as Data Processor for Client
Account creation data (usernames, encrypted passwords) per Schedule C (DPA).
11.2
Supabase Processing:
Hardware logs and photographs are processed via Supabase Inc. (US entity,
Singapore data center) and retained for 1 year from delivery, after
which permanent deletion occurs (Clause 6.2, 6.3).
11.3
PDPO Compliance:
You warrant that any Personal Data provided is processed lawfully under the
Personal Data (Privacy) Ordinance (Cap. 486), and you have obtained all
necessary consents (Clause 6.4).
11.4
Security Liability Waiver:
Notwithstanding any provision herein, we have no liability for security
breaches occurring on Client Hardware post-delivery, regardless of our
security measures, except where directly caused by our gross negligence during
the Configuration Period. The final verdict on running any potentially risky
operation rests solely with your discretion (Clause 8.6).
12.
Acceptable Use Policy
12.1
Incorporation: The
AUP is incorporated by reference and governs all use of MonoClaw, Configuration
Services, and Third-Party services. In case of conflict regarding prohibited
use, sanctions compliance, or Third-Party Terms, the AUP prevails over these
Terms (Clause 4.10(a)).
12.2
Prohibited Uses:
You must NOT use MonoClaw for: illegal activities; harmful content (CSAM,
deepfakes, hate speech); professional regulated activities without supervision
(legal, medical, accounting, immigration advice); high-risk applications
(weapons, military, critical infrastructure); or interference with services
(reverse engineering, circumvention of security) (AUP Section 4).
12.3
Indemnification:
You shall indemnify us against all claims arising from breach of the AUP,
violation of Third-Party Terms (OpenRouter, Apple, model providers), or
unauthorized disclosure of Confidential Information (Clause 8.5, AUP Section
10).
13.
Intellectual Property
13.1 MonoClaw incorporates improved
upstream MIT-licensed components. We grant you a perpetual, irrevocable,
royalty-free, non-exclusive, non-transferable (except with bona fide sale of
hardware) licence to use MonoClaw solely on the specific Client Hardware
configured, for internal business purposes only (Clause 5.2, Schedule B).
13.2 You shall not reverse engineer,
duplicate, or disassemble the software except as permitted by law. MonoClaw and
the Skills Library contain confidential information and trade secrets (Clause
5.4).
14.
Limitation of Liability
14.1
Liability Cap: Our
aggregate liability arising from the Master Agreement is capped at 100% of
Configuration Fees actually paid for the specific hardware giving rise to
the claim. This excludes: value of Client Hardware (we never hold title); value
of data stored on hardware; and amounts covered by insurance (Clause 8.1).
14.2
Exclusion of Consequential Loss:
Neither party is liable for indirect, consequential, special, punitive, or
exemplary damages, including loss of profits, business interruption, or
reputational harm (Clause 8.2).
14.3
Uncapped Liability:
The cap does not apply to: death or personal injury caused by negligence;
fraud; breach of confidentiality; your indemnity obligations; or breach of
upstream licence terms caused by your misuse (Clause 8.3).
15.
Termination
15.1
By Client: You may
terminate immediately by written notice. If Configuration is complete, all fees
remain due. If incomplete, you pay pro-rata fees for work completed and costs
incurred (Clause 9.2).
15.2
By Sentimento: We
may terminate immediately if: you fail to pay the 40% Deposit upon execution;
fail to pay the final 60% within 14 days of the Final Payment Due Date; provide
false information; breach OpenRouter API requirements; fail to complete
On-boarding within 14 days; or breach the AUP (Clause 9.3).
15.3
Post-Termination:
Upon termination, we must return Client Hardware within 5 Business Days (no
lien applies per Clause 3.3). We may claim storage fees at HKD \$500 per day if
you fail to collect. Software licences survive termination and remain perpetual
(Clause 9.4).
16.
Governing Law and Dispute Resolution
16.1 These Terms are governed by the
laws of the Hong Kong Special Administrative Region.
16.2 The parties submit to the
non-exclusive jurisdiction of Hong Kong courts for interim injunctive relief,
and to the exclusive jurisdiction of HKIAC arbitration under UNCITRAL
Rules (seated in Hong Kong, in English) for all other disputes (Clause 11.7,
11.8).
17.
General Provisions
17.1
Entire Agreement:
The Master Agreement (including all Schedules), AUP, and these Terms constitute
the entire agreement (Clause 11.1).
17.2
Severability: If
any provision is held invalid, it shall be modified to the minimum extent
necessary or severed without affecting remaining provisions (Clause 11.5).
17.3
No Waiver: No
waiver of any breach constitutes a waiver of any other breach.
17.4
Assignment: You
may not assign without our prior written consent. We may assign to affiliates
or successors (Clause 11.3).
17.5
Further Assurances:
You shall execute further documents reasonably necessary to give effect to
these Terms (Clause 11.9).
ACKNOWLEDGMENT
By
accessing the Dashboard or executing the Master Agreement, you acknowledge that
you have read, understood, and agree to be bound by:
- The
exclusive Dashboard notification system and your duty to monitor;
- The
“No Remote Control” architecture and your sole responsibility for
post-delivery operation;
- The
strict confidentiality of the Sentimento Receiving Address and liquidated
damages of HKD \$50,000 for unauthorized disclosure;
- The
Test Script acceptance mechanism and the No Refund Policy;
- The
Telegram username immutability requirement and consequences of
modification;
- The
OpenRouter API obligations and liability exemptions for paid models;
- The
sanctions compliance and HK-only eligibility requirements.
©
2026 Sentimento Technologies Limited. All Rights Reserved.
