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 the 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 (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);
You are not a “Military End User” as defined in US Export Administration Regulations §744.17;
You will not use MonoClaw, or any third‑party AI model or service that you connect to MonoClaw, 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; and (c) Hong Kong mobile number.

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 model specified in the Order Form) exclusively as a new device directly from Apple Inc.’s official webpage or authorised 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 Clauses 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: Unauthorised 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: (a) Apple hardware purchase and Order Detail submission per Clause 12.5; and (b) any optional pre‑configuration steps the Client elects to complete via the Dashboard (for example, uploading a Hosted Inference Provider credential under Clause 4.6). Bundled local inference is the default; post‑shipment integrations (messaging platforms, optional cloud‑backed plugins, and similar) are configured by the Client after delivery using the in‑product onboarding tooling.

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 the system generates a tamper‑evident PDF with an embedded audit trail. Email transmission to your Gmail address occurs solely for identity verification. The NSS satisfies the requirements of the Electronic Transactions Ordinance (Cap. 553) (Clause 1.3, Master Agreement).

7. Configuration Services and Local‑First Operation

7.1 Local‑First by Default: You acknowledge that MonoClaw is delivered as a local‑first system: bundled local inference and local skill execution are the defaults. Any outbound network activity (hosted inference calls, messaging‑platform connections, scheduled jobs, optional cloud‑backed plugins, or similar) occurs only as a result of a configuration you explicitly enable, and only against endpoints you control or have chosen (Schedule B, Section 2.2).

7.2 No Sentimento Remote Operator Capability: Following delivery and the destruction of any optional‑integration credentials you uploaded for the Configuration Period, Sentimento maintains no remote operator capability to access, monitor, modify, or disable MonoClaw or any data on your Client Hardware without an action you explicitly initiate through the in‑product tooling. You control all subsequent outbound network activity through the configurations you enable; Sentimento neither operates nor proxies that activity on your behalf (Schedule B, Section 2.2).

7.3 Sole Responsibility: You bear exclusive and absolute responsibility for: secure operation of MonoClaw and the bundled skill library; backup of all data; compliance with all applicable laws; verification of all output generated; the choice and configuration of any optional integration; and the security of Client Hardware post‑delivery (Schedule B, Section 2.2(e)).

8. Optional Hosted Inference Provider Configuration

8.1 Optional Pre‑Configuration: The bundled local inference model is the default and is sufficient to operate MonoClaw without any external dependency. If you elect to enable a Hosted Inference Provider (for example, the redirection partner referenced in Schedule D, or any other provider whose API key you choose to upload), you must establish an account directly with that provider and upload the provider‑issued credential to the Dashboard before remittance of the 40% Deposit. Failure to complete an elected pre‑configuration within twenty‑four (24) hours of contract execution constitutes a material breach in respect of that election only (Clause 4.6(b)).

8.2 Model Selection: You may select models for the bundled local engine and for any Hosted Inference Provider you elect to enable from the catalogues published in the Dashboard at the time of Order Activation. The Schedule D catalogue is informational only and may be updated without notice; the catalogue‑version in effect at Order Activation is recorded to the Dashboard for audit (Clause 4.7).

8.3 No Sentimento Charges for Model Usage: We do not charge for model usage, API calls, or token consumption. Any Hosted Inference Provider you elect to use charges you directly based on its own pricing and the funding status of your account with that provider. We have no liability for provider failures, model unavailability, or billing disputes between you and that provider (Clause 8.7, Schedule D).

8.4 Credential Deletion: Upon confirmation of receipt of the final 60% payment, we shall permanently delete all copies of any Hosted Inference Provider credential (or any other optional‑integration credential) you uploaded to the Dashboard within 24 hours, using secure data destruction methods (Clause 4.6(e)).

9. Acceptance Mechanism and Provisioning Verification

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);
Acknowledgement of receipt of the bundled skill 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 Provisioning Verification: Sentimento’s then‑current Provisioning Verification Suite (Schedule B, Section 5) is executed to validate installation. Successful completion of all gate‑tier results 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 gate‑tier criteria of the Provisioning Verification Suite were met (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 $0.00, giving a live preview price of HKD $28,888.00. 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 (Clauses 12.1–12.3).

10.2 Non‑Refundable Deposit (40%): Immediately upon Electronic Signature via NSS, you must remit the Deposit (40%, being HKD $11,555.00) 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 $17,333.00) 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 the 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 Provisioning Verification, 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 (initial usernames and provisioning credentials) and for any optional‑integration credentials the Client uploads, per Schedule C (DPA).

11.2 Supabase Processing: Hardware logs and photographs are processed via Supabase Inc. (US entity, data resident in the Singapore region) and retained for 1 year from delivery, after which permanent deletion occurs (Clauses 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 that you have obtained all necessary consents (Clause 6.4).

11.4 Security Liability Allocation: Sentimento implements appropriate technical and organisational measures during the Configuration Period (Schedule C). Following delivery, security of Client Hardware and of any optional integration you enable is your sole responsibility. Sentimento is not liable for security incidents occurring on Client Hardware post‑delivery, except to the extent directly caused by our gross negligence during the Configuration Period. The final decision on whether to permit any potentially risky operation rests with you (Clause 8.6).

12. Acceptable Use Policy

12.1 Incorporation: The AUP is incorporated by reference and governs all use of MonoClaw, the Configuration Services, and any third‑party service you connect. 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, deceptive deepfakes, hate speech); professional regulated activities without supervision (legal, medical, accounting, immigration advice); high‑risk applications (weapons, military, critical infrastructure); or interference with the 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 any Third‑Party Terms (including those of Apple, Stripe, Google, Supabase, any Hosted Inference Provider, any messaging platform, or any model provider whose models you invoke), or unauthorised disclosure of Confidential Information (Clause 8.5, AUP Section 10).

13. Intellectual Property

13.1 MonoClaw incorporates and improves upstream MIT‑licensed components, including (without limitation) material derived from the Nous Research Hermes Agent. The full list of upstream components and their licences is published in the runtime’s NOTICE and UPSTREAM files. We grant you a perpetual, irrevocable, royalty‑free, non‑exclusive, non‑transferable (except with the bona fide sale of Client Hardware to a third party who agrees to these terms) licence to use MonoClaw solely on the specific Client Hardware configured, for internal business purposes only (Clauses 5.1–5.2, Schedule B).

13.2 You shall not reverse engineer, duplicate, or disassemble Sentimento’s proprietary software except as permitted by law or by an applicable upstream licence. The MonoClaw runtime and the bundled skill library contain Sentimento’s confidential information and trade secrets to the extent not already covered by an upstream open‑source licence (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; fail to complete the On‑boarding Process within 14 days; fail to complete an elected Hosted Inference Provider pre‑configuration within the timeframe required by Clause 4.6 (if you elected one); 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 (Clauses 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 local‑first operation of MonoClaw and your sole responsibility for the choice and configuration of any optional integration post‑delivery;
The strict confidentiality of the Sentimento Receiving Address and liquidated damages of HKD $50,000 for unauthorised disclosure;
The Provisioning Verification Suite acceptance mechanism and the No Refund Policy;
The handling and 24‑hour post‑final‑payment deletion of any optional integration credentials you upload;
Your responsibility for compliance with the Third‑Party Terms of any provider you elect to connect (Hosted Inference Provider, messaging platform, model provider, or other);
The sanctions compliance and HK‑only eligibility requirements.