End User License Agreement — DRAFT TEMPLATE

DRAFT — NOT LEGAL ADVICE. This is a starting template, not a finished agreement. A HK SaaS / commercial lawyer must review and adapt it before use. Placeholder values in [BRACKETS] need company-specific decisions. Sections marked [REVIEW] are particularly jurisdiction-sensitive and need legal sign-off.

Version: 2026-07-28 Effective Date: [DATE] Licensor: [LEGAL ENTITY NAME], a [JURISDICTION] company ("FoxCLM", "we", "us", "our") End User: the individual who accesses or uses the Service under an account ("you", "your")

The Version above is the canonical acceptance version. It must match EULA_VERSION in server/src/eula.ts; bump both together whenever this document changes materially, which re-prompts every user to accept on next login.

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1. Acceptance

By clicking "I agree", creating an account, or accessing or using the FoxCLM service (the "Service"), you agree to be bound by this Agreement. If you do not agree, do not access or use the Service. If you use the Service on behalf of an organization, you represent that you are authorized to accept this Agreement on its behalf.

2. License Grant

Subject to your continuous compliance with this Agreement, FoxCLM grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of your account. This is a license to use the Service, not a sale; FoxCLM and its licensors retain all right, title, and interest in the Service.

3. Restrictions

You will not, and will not permit any third party to:

(a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent this restriction is prohibited by applicable law; (c) resell, rent, lease, sublicense, or provide the Service to any third party except as expressly permitted; (d) circumvent or disable any security, usage-metering, or access-control feature of the Service; (e) use the Service to build a competing product or to benchmark it without prior written consent; (f) upload or transmit malware, or use the Service in violation of any applicable law or third-party right; (g) access the Service to scrape, harvest, or index data other than your own content through unsupported means; (h) enter into free-text fields (including the AI assistant and search) any passwords, API keys, access tokens, or other credentials, whether yours or a third party's.

4. Your Content

You retain all rights in the data, documents, contracts, signatures, and other material you upload to or generate within the Service ("Your Content"). You grant FoxCLM a worldwide, non-exclusive license to host, process, transmit, and display Your Content solely to provide and support the Service. You are responsible for Your Content and for having the rights necessary to use it with the Service. [REVIEW] Processing of personal data is governed by the [PRIVACY POLICY URL] and, where applicable, the [DPA URL].

FoxCLM also collects limited, derived usage signals to improve the Service - for example, short phrases describing capabilities the product could not perform, and searches that returned no results - as described in the [PRIVACY POLICY URL]. An automated filter redacts credential-like text from these signals before storage; this is a safeguard only, and you remain responsible for not submitting secrets under Section 3(h).

5. Intellectual Property

The Service, including all software, features, user interfaces, and documentation, and all intellectual property rights in them, are and remain the exclusive property of FoxCLM and its licensors. No rights are granted except as expressly set out in this Agreement. Feedback you provide about the Service may be used by FoxCLM without restriction or obligation to you.

6. Third-Party Services

The Service may integrate with third-party services (for example, payment processors, identity-verification providers, email delivery, and AI/OCR providers). Your use of those integrations may be subject to separate terms, and FoxCLM is not responsible for third-party services.

7. Disclaimer of Warranties

[REVIEW] THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FOXCLM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DOCUMENT GENERATED, STORED, OR SIGNED THROUGH THE SERVICE WILL BE LEGALLY VALID OR ENFORCEABLE. THE SERVICE IS NOT A SUBSTITUTE FOR LEGAL ADVICE.

8. Limitation of Liability

[REVIEW] TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOXCLM WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE. FOXCLM'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF (a) the amounts you paid for the Service in the [TWELVE (12)] months before the claim, or (b) [AMOUNT / CURRENCY]. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

9. Term and Termination

This Agreement applies for as long as you use the Service. FoxCLM may suspend or terminate your access if you breach this Agreement or if required to protect the Service or other users. You may stop using the Service at any time. On termination, the license in Section 2 ends and you must cease using the Service; Sections 3, 5, 7, 8, and 10 survive. Export of Your Content on termination is handled per the [SUBSCRIPTION TERMS URL].

10. Governing Law and Disputes

[REVIEW] [PLACEHOLDER] This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION], without regard to conflict-of-laws rules. The parties submit to the [exclusive / non-exclusive] jurisdiction of the courts of [VENUE] / agree to resolve disputes by [ARBITRATION BODY AND SEAT]. [Decide litigation vs. arbitration with counsel.]

11. Changes to this Agreement

FoxCLM may update this Agreement from time to time. When a new version takes effect, we will update the Version above and you will be asked to accept the updated Agreement before continuing to use the Service. Continued use after acceptance constitutes agreement to the updated terms.

12. Contact

Questions about this Agreement: [CONTACT EMAIL], [LEGAL ENTITY NAME], [REGISTERED ADDRESS].