OULUTION LEGAL

OULUTION ENTERPRISE TERMS OF SERVICE

Oulution Holdings Limited · Business Registration Number 72443593

Registered office: Room D07, 8/F, Kai Tak Fty Building, No. 99 King Fuk Street, Sanpokong, Kowloon, Hong Kong · Contact: info@oulution.ai

Last updated: 1 May 2026 Effective date: 1 May 2026

1. Parties and scope

1.1 These Enterprise Terms of Service (“Enterprise Terms”) are entered into between Oulution Holdings Limited, a company incorporated in Hong Kong with Business Registration Number 72443593 and registered office at Room D07, 8/F, Kai Tak Fty Building, No. 99 King Fuk Street, Sanpokong, Kowloon, Hong Kong (“Oulution”, “we”, “us”, “our”), and the organisation identified in the online order form or written order form (“Customer”, “you”) that accepts these Enterprise Terms.

1.2 These Enterprise Terms apply where the Customer is acquiring the Services for business, trade, or professional purposes. Where the Customer wishes to negotiate a bespoke agreement, the parties may enter into a Master Subscription Agreement in place of these Enterprise Terms.

1.3 The Customer warrants that (a) it is acquiring the Services for business, trade, or professional purposes and is not a consumer for the purposes of applicable consumer-protection law, and (b) the individual accepting these Enterprise Terms has authority to bind the Customer.

1.4 Contact for all notices, requests, and communications under these Enterprise Terms: info@oulution.ai, marked for the attention of the Legal Team, with hard-copy notice by courier to the registered office above for notices of breach, termination, or dispute.

2. Definitions

“Authorised User” means an individual whom the Customer authorises to use the Services and who is a Customer employee, contractor, or affiliate personnel acting for the Customer’s benefit.

“AUP” means the Oulution Acceptable Use Policy at oulution.ai/aup.

“Customer Data” means all Inputs, Outputs, and other data submitted to or generated by the Services under the Customer’s account.

“DPA” means the Oulution Data Processing Addendum at oulution.ai/dpa.

“Inputs” means the prompts, questions, documents, files, and other content submitted to the Services by or on behalf of the Customer.

“Order” means an online order form, written order form, or purchase order accepted by Oulution specifying the Services, term, and fees.

“Outputs” means the AI-generated responses and other content produced by the Services in response to Inputs.

“Services” means the Oulution AI legal-information platform services, including the website at oulution.ai, the Oulution mobile applications, APIs, and any enterprise-tier features described in the Order.

3. Nature of the Services — no legal advice

3.1 The Services provide legal information, legal research, document review, structured frameworks, checklists, and analytical outputs generated by artificial intelligence.

3.2 The Services do not constitute the practice of law in any jurisdiction. Oulution is not admitted to practise law and does not hold a legal practising certificate in Hong Kong or elsewhere. Nothing in the Services or Outputs constitutes:

(a) legal advice on the Customer’s specific situation;

(b) an attorney-client, solicitor-client, or lawyer-client relationship;

(c) a legal opinion within the meaning of any professional-conduct rule;

(d) representation before any court, tribunal, regulator, or counterparty; or

(e) certification of compliance with any law.

3.3 The Customer is responsible for ensuring that Outputs are reviewed by qualified counsel before any use on which the Customer or a third party will rely.

3.4 The Services use generative AI. Outputs may be incorrect, incomplete, or out of date. The Customer must independently verify any Output before relying on it.

4. Access, Authorised Users, and acceptable use

4.1 Oulution grants the Customer a non-exclusive, non-transferable, non-sublicensable right, during the Term, to permit its Authorised Users to access and use the Services for the Customer’s internal business purposes, subject to the user limits stated in the Order.

4.2 The Customer will (a) be responsible for its Authorised Users’ compliance with these Enterprise Terms, the AUP, and the DPA, (b) issue unique credentials to each Authorised User (credential sharing is prohibited), (c) use reasonable efforts to prevent unauthorised access, and (d) promptly notify Oulution at info@oulution.ai of any unauthorised access.

4.3 The Customer will comply, and procure that its Authorised Users comply, with the AUP.

5. Customer Data — ownership, licence, and training

5.1 As between the parties, the Customer owns all right, title, and interest in Customer Data.

5.2 The Customer grants Oulution a worldwide, royalty-free, non-exclusive licence to host, process, transmit, display, and analyse Customer Data solely to (a) provide the Services to the Customer, (b) secure and monitor the Services, and (c) comply with applicable law.

5.3 No training on Customer Data by default. Oulution will not use Customer Data to train, evaluate, tune, or improve its AI models unless the Customer expressly opts in through the Order or via account settings. Where the Customer opts in, the safeguards in the DPA apply.

5.4 The Customer warrants that (a) it has all rights necessary to grant the licence in clause 5.2 and to provide the Customer Data to Oulution, and (b) provision of Customer Data does not breach any obligation of confidence, professional privilege, or applicable law.

5.5 As between the parties, Oulution retains all right, title, and interest in the Services, the underlying software, models, prompts, templates, user interface, brand, and documentation. Nothing in these Enterprise Terms transfers any of those rights to the Customer.

6. Fees, invoicing, and taxes

6.1 The Customer will pay the fees stated in the Order. Fees are exclusive of taxes.

6.2 Unless otherwise stated in the Order, invoices are payable within 30 days of the invoice date. Overdue amounts accrue interest at 4% above the Hong Kong prime rate from time to time.

6.3 Fees are non-refundable except where these Enterprise Terms expressly provide.

6.4 Oulution may adjust fees for renewal terms on at least 60 days’ written notice before the renewal date.

6.5 Withholding tax, if any, is grossed up so that Oulution receives the net amount it would have received in the absence of the withholding.

7. Term and termination

7.1 The Term begins on the effective date of the Order and continues for the initial term specified. It renews automatically for successive periods of the same length unless either party gives at least 30 days’ written notice of non-renewal before the end of the current term.

7.2 Either party may terminate immediately on written notice if the other party (a) materially breaches these Enterprise Terms and fails to cure within 30 days of notice, or (b) becomes insolvent, enters administration, or ceases to carry on business.

7.3 Oulution may suspend the Services on notice where continued provision presents a security, legal, or reputational risk, or where required by law or regulator direction; Oulution will restore access promptly once the risk is resolved.

7.4 On termination or expiry:

(a) Authorised Users’ access ends;

(b) Oulution will make Customer Data available for export in a machine-readable format for 30 days, after which Oulution may delete Customer Data (subject to any retention required by law or by the DPA);

(c) accrued fees and fees for the balance of any committed term remain payable;

(d) clauses which by nature survive termination (including 3, 5.5, 8, 9, 10, 11, 12, 13, and 14) continue in effect.

8. Data protection

8.1 Where Oulution processes personal data on behalf of the Customer, the parties agree to the DPA, which is incorporated into these Enterprise Terms by reference.

8.2 Oulution’s cookie use is described in the Cookie Policy at oulution.ai/cookies.

9. Confidentiality

9.1 Each party will (a) keep the other’s Confidential Information confidential, (b) use it only for purposes of these Enterprise Terms, (c) restrict access to personnel who need to know and are bound by confidentiality obligations, and (d) protect it with at least the same standard of care it uses for its own confidential information of like importance, and not less than reasonable care.

9.2 The obligation in clause 9.1 does not apply to information that is public (other than by breach), independently developed, lawfully obtained from a third party without confidentiality obligation, or required to be disclosed by law (subject to prompt notice where lawful).

10. Warranties

10.1 Each party warrants that it has authority to enter into these Enterprise Terms.

10.2 Oulution warrants that it will provide the Services with reasonable care and skill and in accordance with the documentation.

10.3 Except as expressly stated, the Services and Outputs are provided “as is” and “as available”. Oulution disclaims all other warranties, whether express or implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, and legal correctness of any Output.

11. IP indemnity

11.1 Oulution will defend the Customer against third-party claims alleging that the Services, as provided by Oulution and used in accordance with these Enterprise Terms, infringe the third party’s intellectual-property rights, and will pay damages and reasonable legal fees finally awarded (or agreed in settlement approved by Oulution), subject to the Customer (a) promptly notifying Oulution, (b) giving Oulution sole control of defence and settlement, and (c) providing reasonable cooperation.

11.2 Oulution has no liability for claims arising from (a) Customer Data, (b) modification of the Services by anyone other than Oulution, (c) combination of the Services with items not supplied by Oulution where the claim would not have arisen but for the combination, or (d) use in breach of these Enterprise Terms.

11.3 If the Services are held to infringe, Oulution may, at its option, (a) procure the right to continue use, (b) modify the Services to be non-infringing while materially preserving functionality, or (c) terminate the affected Services and refund pre-paid unused fees. Clauses 11.1 and 11.3 state the Customer’s exclusive remedy for IP infringement.

12. Customer indemnity

12.1 The Customer will defend Oulution against third-party claims arising from (a) Customer Data (including infringement, defamation, or privacy claims), (b) breach of the AUP or clause 5.4 by the Customer or its Authorised Users, or (c) any misrepresentation of Outputs as legal advice, and will pay damages and reasonable legal fees finally awarded or agreed in settlement approved by the Customer, subject to Oulution’s obligations to notify, permit control of defence, and cooperate reasonably.

13. Liability

13.1 Neither party excludes or limits liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of clause 9 (Confidentiality);

(d) the indemnities in clauses 11 and 12 (subject to clause 13.3);

(e) the Customer’s payment obligations; or

(f) any liability that cannot lawfully be excluded.

13.2 Subject to clause 13.1, each party’s total aggregate liability under or in connection with these Enterprise Terms is capped at the fees paid or payable by the Customer under the applicable Order in the twelve (12) months preceding the event giving rise to the claim.

13.3 Super-cap. For (a) breach of data-protection obligations (including the DPA), and (b) IP indemnity liability under clause 11, each party’s aggregate liability is capped at two times the fees paid or payable in the 12 months preceding the event.

13.4 Excluded losses. Neither party is liable for loss of profits, revenue, business opportunities, goodwill, or anticipated savings, or for indirect or consequential loss, howsoever arising.

13.5 The parties acknowledge that the liability provisions in this clause 13 reflect the allocation of risk, the fees payable, and the nature of an AI-generated legal-information platform, and are reasonable.

14. Compliance, sanctions, and export controls

14.1 Each party will comply with applicable anti-bribery laws (including the Hong Kong Prevention of Bribery Ordinance (Cap 201), the UK Bribery Act 2010, and the US Foreign Corrupt Practices Act) in connection with these Enterprise Terms.

14.2 Each party warrants that it is not, and its Affiliates and personnel involved in the Services are not, (a) listed on any UN, EU, UK OFSI, US OFAC, or Hong Kong sanctions list, or (b) ordinarily resident in a comprehensively sanctioned jurisdiction. Either party may terminate these Enterprise Terms with immediate effect if the other party breaches this clause.

14.3 The Customer will not use the Services in breach of applicable export-control laws (including the US EAR, EU Dual-Use Regulation (EU) 2021/821, and equivalent).

15. Governing law and dispute resolution

15.1 These Enterprise Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the laws of the Hong Kong Special Administrative Region.

15.2 Any dispute arising out of or in connection with these Enterprise Terms, including any question of their existence, validity, or termination, shall be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force at the time of the notice of arbitration. Seat: Hong Kong. Tribunal: one arbitrator, unless the amount in dispute exceeds USD 5 million or either party requests three arbitrators. Language: English.

15.3 Either party may seek interim or injunctive relief from any court of competent jurisdiction pending constitution of the tribunal.

16. General

16.1 Entire agreement. The Order, these Enterprise Terms, the DPA, the AUP, the Cookie Policy, and the Privacy Policy constitute the entire agreement between the parties in relation to the Services.

16.2 Order of precedence. In the event of conflict: (i) the Order, (ii) the DPA, (iii) these Enterprise Terms, (iv) the AUP.

16.3 Assignment. Neither party may assign or transfer without the other’s prior written consent, save that either party may assign to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, subject to notice to the other party.

16.4 Subcontracting. Oulution may subcontract, provided that (a) Oulution remains liable for the subcontractor’s performance, and (b) the DPA governs any subprocessor engagement processing personal data.

16.5 Notices. Notices must be in writing, sent by email to info@oulution.ai (for notices to Oulution) and to the Customer’s account contact (for notices to the Customer), with hard copy by courier to the registered office of the recipient for notices of breach, termination, or dispute.

16.6 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control (excluding payment obligations).

16.7 Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, or agency.

16.8 Waiver. No failure or delay is a waiver.

16.9 Severability. If any provision is unenforceable, the remainder continues in effect and the parties will negotiate a replacement provision that achieves the intended commercial effect.

16.10 Third-party rights. Except for indemnified persons under clauses 11 and 12, no person other than the parties has rights under the Contracts (Rights of Third Parties) Ordinance (Cap 623).

16.11 Counterparts and e-signature. These Enterprise Terms may be accepted by click-through and executed by electronic signature.

16.12 Languages. These Enterprise Terms are executed in English. Where Oulution provides a translation, the English version prevails in the event of conflict.