DealMate Terms of Service

International version·Version 1.0·Effective date: 1 October 2026·Privacy Policy·View the Japanese translation

Contents

Key points. This summary is for convenience only; the full Terms below govern.

Who you contract with: InoAI Technology Co., Limited, a company incorporated in Hong Kong (Section 1). The Service is developed and operated for us by a company in mainland China.

AI, not a lawyer: Outputs are generated by AI. They can be wrong or incomplete, and they are not legal advice. Using DealMate does not create a lawyer–client relationship. Check everything before you rely on it (Section 6).

Your content stays yours: we use it only to provide the Service to you, and we do not use it to train AI models (Section 7).

Where your content goes: our database is in Japan, and the original files you upload are stored with Cloudflare, a United States company. To produce results, it is sent to AI and document-processing providers, including DeepSeek in mainland China (Section 8 and our Privacy Policy).

Paid plans renew automatically until you cancel. You can cancel at any time in the Stripe customer portal; cancellation takes effect at the end of your current billing period (Section 11).

1. About these Terms

1.1 Who we are. The DealMate service at dealmate.aiverygen.com (the "Service") is provided by InoAI Technology Co., Limited, a company incorporated in Hong Kong ("DealMate", "we", "us" or "our").

1.2 Your agreement with us. These Terms of Service ("Terms") are a legally binding contract between you and us. When you create an account, you accept them by ticking the box confirming that you agree to them; by using the Service, you also accept them. If you do not agree, do not use the Service. Our Privacy Policy explains how we handle personal data.

1.3 Using DealMate for an organisation. If you use the Service on behalf of a company or other organisation, you confirm that you are authorised to accept these Terms on its behalf. In that case "you" includes the organisation, and the organisation is the "Customer". Otherwise, you are the Customer.

1.4 Which version applies to you. We publish a separate version of our terms for users in mainland China. This international version applies if you pay us through Stripe. If you have not paid us, the version that applies is the one we show you, which depends on where you connect from. If you pay through Alipay, the mainland China version applies instead.

1.5 Other terms. Our pricing page, and the information shown in the Service about plans, features and Points costs, form part of these Terms. If you and we sign a separate written agreement for the Service, it prevails over these Terms where the two conflict. For personal data in Customer Content, Section 8 prevails over the Privacy Policy where the two conflict.

2. Definitions

In these Terms:

"Inputs" means anything you upload to or enter into the Service — for example contract files, text, messages, instructions, settings (such as the side you represent), templates, clauses and review rules.
"Outputs" means the results the Service produces for you — for example drafts, suggested revisions, risk findings and ratings, comparison results, answers, summaries, extracted rules and reports.
"Customer Content" means your Inputs and Outputs.
"AI Features" means features of the Service that use artificial intelligence ("AI") models to produce Outputs.
"Points" means the units used to pay for actions in the Service (Section 11).
"Paid Plan" means a paid subscription, such as Pro or Max.
"Sub-processor" means a service provider that processes Customer Content for us, as listed in our Privacy Policy.
"DealMate Materials" means the contract templates, clauses and other content that we supply in the Service.

3. Who can use DealMate

3.1 You must be at least 18 years old and able to enter into a binding contract.

3.2 DealMate is designed for business and professional use — that is, for purposes relating to your trade, business or profession. If the law treats you as a consumer, you keep every right that consumer law gives you and that cannot be excluded by contract. Nothing in these Terms limits those rights.

3.3 You must not use the Service where the law prohibits you from doing so (see also Sections 10.2 and 17).

3.4 Not offered in Europe. The Service is not directed at people in the European Economic Area, the United Kingdom or Switzerland, and we do not market it there.

4. Your account

4.1 Signing up. You can create an account with a username, a password and an email address, which we verify with a one-time code. You can also sign up or sign in with Google, Microsoft, Apple or Alipay. If you use one of these sign-in providers, its own terms also apply between you and that provider.

4.2 Keeping your account secure. Give accurate information, keep your password confidential and do not share your account with anyone. Each account is for one person. You are responsible for all activity under your account. If you think someone has used your account without permission, tell us promptly at cs@onecontract-cloud.com.

4.3 Sign-in methods. In your account settings you can link additional sign-in methods to your account, or remove one, as long as at least one way to sign in remains.

4.4 Changing your details. In your account settings you can change your display name, your email address (we verify the new address with a one-time code) and your password. If you forget your password, use "Forgot password" on the sign-in page to reset it with a code sent to your email address. Your username cannot be changed. If you set a display name, we use it to address you in the Service. If you cannot sign in at all, email us at cs@onecontract-cloud.com.

4.5 Closing your account. You can close your account at any time in your account settings ("Delete account"). Closing takes effect immediately, and we then delete your data as described in Section 13.5 and the Privacy Policy. If you cannot sign in, you can ask us to close your account by emailing cs@onecontract-cloud.com; we will verify that the account is yours first.

5. The Service

5.1 What DealMate does. DealMate is a web application that helps you draft, review and compare contracts with AI, ask questions about your contracts, and manage templates, clauses and review rules.

5.2 Plans and limits. The features available to you depend on your plan, as described on our pricing page. Limits on file size, page count and request rate apply as shown in the Service.

5.3 Changes to the Service. We improve the Service continually and may add, change or remove features. If a change materially reduces the core functionality of your Paid Plan, we will tell you in advance where practicable. You may then cancel, and we will refund the prepaid fees for the unused part of your current billing period.

5.4 Beta features. Features we label as beta, preview or experimental may change or be withdrawn at any time. We provide them without any commitment as to their availability or performance.

5.5 Availability and support. We work to keep the Service available, but we do not promise that it will be uninterrupted or error-free, and these Terms do not include a service-level commitment. We may suspend the Service temporarily for maintenance, updates or security reasons. The Service depends on third-party providers, such as our hosting and AI providers, and problems with their services can affect ours. For support, email cs@onecontract-cloud.com.

6. AI Features: important limits

6.1 Outputs are generated by AI. Outputs are produced automatically by AI models, including models operated by third parties such as DeepSeek. They are provided for your reference only.

6.2 Outputs can be wrong. AI makes mistakes. Outputs may be inaccurate, incomplete, out of date or inconsistent, even when they look detailed and authoritative, and they may miss important issues. Risk ratings and suggested revisions are automated assessments, not a legal opinion. If the Service does not flag a clause, that does not mean the clause is free of risk. Similar Outputs may be produced for other users. Quality can vary with the language of the document, the quality of the file (for example, a scanned PDF) and the law that governs the contract. The Service does not check whether a contract is valid, lawful or enforceable under the law of any particular country.

6.3 Not legal advice. DealMate is a software tool. DealMate is not a law firm, does not provide legal advice or legal services, and is not a substitute for a lawyer qualified in the relevant jurisdiction. Using the Service does not create a lawyer–client (attorney–client) relationship between you and us, and your communications with us or with the Service are not protected by legal professional privilege. The Service is not designed for matters in which a legal dispute exists or is likely. For those matters, and for any important decision, consult a qualified lawyer.

6.4 You decide. You must review and check every Output before you use it. You decide whether to accept any suggestion, and you are responsible for the contracts and other documents you sign, send or rely on.

6.5 Exported documents. When you export a document, tracked changes and comments are attributed to the name on your account, not to DealMate or to AI. Some laws — and some agreements you may have with others — require AI-generated content to be disclosed or labelled. Where that duty falls on you, you are responsible for meeting it. Do not present Outputs as the advice of a lawyer.

7. Your content

7.1 You own your content. As between you and us, you own your Inputs and your Outputs. If we have any rights in your Outputs, we assign them to you, except for DealMate Materials included in an Output, which you may use under Section 9.2. We do not promise that Outputs are protected by copyright or other intellectual property rights.

7.2 What you allow us to do. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, transmit, adapt (for example, convert between file formats) and display Customer Content, only as needed to: (a) provide, maintain, secure and support the Service for you; (b) prevent abuse of the Service; and (c) comply with the law. This includes sharing Customer Content with our Sub-processors for these purposes. The licence ends when the Customer Content is deleted, subject to the retention periods in the Privacy Policy.

7.3 No training on your content. We do not use Customer Content to train or fine-tune AI models. We use Customer Content to test the Service only when you ask us to investigate a problem and point us to the content concerned. We then use it only to investigate and fix that problem, and we delete any copies we made for this purpose once the problem is resolved. Our AI and document-processing providers have their own terms, which differ from ours. Section 5 of our Privacy Policy explains what each of them has and has not committed to.

7.4 Usage data. We record information about how the Service is used — for example, which features are used, how many Points are spent, error rates and the amount of text processed. We use this information, and statistics derived from it, to operate, secure and improve the Service. The statistics we derive do not identify you or reveal the content of your documents.

7.5 Your promises about Customer Content. You confirm that:

(a) you have all the rights and permissions you need to upload your Inputs and to let us process them as described in these Terms, and doing so does not breach any law or any obligation you owe to someone else, such as a confidentiality obligation;
(b) where your Inputs contain personal data about other people — for example counterparties, signatories, contacts or employees, including their names, contact details, identity numbers, bank account details or signatures — you have a lawful basis for processing that data and have given every notice and obtained every consent the law requires, including for processing by us and our Sub-processors as described in the Privacy Policy (which includes processing in mainland China);
(c) you will not upload sensitive personal data (such as health information or criminal records, as defined by the laws that apply to you), government identification numbers or payment card numbers unless they are necessary for the contract you are working on and you may lawfully share them — and, where you can, you will remove personal data that the task does not need; and
(d) your Inputs do not contain malicious code and are not otherwise unlawful.

7.6 Feedback. If you send us ideas or feedback about the Service, we may use them without restriction or payment to you. Feedback does not include Customer Content.

7.7 Confidentiality. We treat Customer Content as your confidential information. We disclose it only to our personnel and Sub-processors who need it to provide the Service, to our professional advisers under a duty of confidentiality, or where the law requires; in the last case, we will tell you first where the law allows. Uploading a document to the Service is not intended to waive any legal privilege or confidentiality that applies to it, although whether it has that effect depends on the applicable law.

7.8 Removing content. We may remove, or restrict access to, Customer Content that we reasonably believe breaks the law or these Terms. Unless the law prohibits it, or telling you would compromise security or an investigation, we will tell you what we did and why.

8. Personal data and data processing

8.1 Privacy Policy. Our Privacy Policy describes the personal data we handle as a controller — such as your account, sign-in, billing and log data — and explains where Customer Content is sent and how long it is kept.

8.2 Our role for Customer Content. For personal data contained in Customer Content, the Customer is the controller (or the "business" under the California Consumer Privacy Act) and we are its processor (or "service provider"). This Section 8 sets out the terms on which we process that personal data for the Customer.

8.3 Our commitments as processor. We will:

(a) process personal data in Customer Content only to provide the Service in line with these Terms and your use of the Service, which together are your documented instructions — unless the law requires us to do otherwise, in which case we will tell you first unless the law prohibits it;
(b) ensure that our personnel who can access it are bound by confidentiality, and limit their access to what is needed to troubleshoot problems, handle your requests or meet legal obligations;
(c) protect it with the security measures described in the Privacy Policy;
(d) help you, as far as reasonably possible, to respond to requests from individuals exercising their rights, and to meet your own obligations on security, breach notification and data protection impact assessments;
(e) notify you without undue delay — and where possible within 72 hours — after becoming aware of a personal data breach affecting Customer Content, with the information we have at the time;
(f) delete Customer Content within 30 days after your account is closed, unless the law requires us to keep it (backup copies are overwritten as described in the Privacy Policy);
(g) make available the information reasonably needed to show that we meet this Section 8, and allow for and contribute to audits, including inspections, by you or an auditor you appoint — on at least 30 days' written notice, no more than once in any 12 months unless a supervisory authority requires it, at your cost and subject to confidentiality; and
(h) not sell or share (as those terms are defined in the California Consumer Privacy Act) personal information in Customer Content; not retain, use or disclose it for any purpose other than providing the Service to you, or outside our direct business relationship with you; not combine it with personal information we receive from other sources, except as the law permits; and tell you if we can no longer meet these obligations.

8.4 Sub-processors. You authorise us to use the Sub-processors listed in the Privacy Policy. We will update that list, and give you at least 30 days' notice by email or in the Service, before a new Sub-processor begins to process Customer Content. If we must replace a provider urgently — for example, because of an outage or a security issue — we will tell you as soon as we can. If you object to a new Sub-processor on reasonable data-protection grounds, tell us within the notice period. If we cannot resolve your objection, you may stop using the Service, and we will refund the prepaid fees for the unused part of your current billing period.

8.5 Where Customer Content is processed. Our database, which holds the text of Customer Content and the Outputs, is hosted in Japan; the original files you upload are stored with Cloudflare, a United States company. Customer Content is processed in mainland China and in other countries by our Sub-processors, and personnel of 上海甄零科技有限公司 (Shanghai Zhenling Technology Co., Ltd.), the company in mainland China that develops and operates the Service for us, may access it remotely, as described in Section 7 of the Privacy Policy. Our infrastructure is therefore subject to the laws of Japan, of the United States (where our hosting and storage providers are incorporated) and of mainland China; Section 7.3 of the Privacy Policy explains how we handle requests from public authorities. Some Sub-processors, including DeepSeek, have not agreed with us to standard contractual clauses or comparable data protection terms. Before you upload personal data, you are responsible for deciding whether this is acceptable under the laws that apply to you. If your organisation needs a separate data processing agreement, contact us at cs@onecontract-cloud.com.

8.6 Customers in Japan. Personal data that a Customer entrusts to us remains under the Customer's control. If an individual asks us to disclose, correct, stop using or delete such data, we will pass the request to the Customer and help it respond.

9. Our rights and DealMate Materials

9.1 Our property. We and our licensors own the Service, including its software and design and the DealMate name and logo. These Terms do not give you any rights in them except the rights expressly granted in these Terms.

9.2 Templates and clauses we provide. You may use, copy, adapt and include DealMate Materials in contracts and other documents for your own business. You may not sell, license or distribute DealMate Materials on their own, or use them to build a competing template or clause library. DealMate Materials are general examples: check that they suit your situation and the law that applies.

10. Acceptable use

10.1 What you must not do. You must not, and must not help anyone else to:

(a) use the Service in breach of any law or of anyone else's rights, including intellectual property, confidentiality and privacy rights;
(b) upload content that you have no right to upload, or that is unlawful, defamatory or malicious;
(c) access or try to access the Service, other users' accounts or our systems without authorisation; probe, scan or test their vulnerability without our written permission; or interfere with their operation;
(d) copy, scrape or extract data from the Service by automated means, except through features we provide for that purpose;
(e) reverse engineer or decompile the Service, or try to extract its source code, models, prompts or other non-public components, except where the law expressly permits it;
(f) get around usage limits, Points charges or security measures, or create multiple accounts to obtain extra free Points;
(g) resell, sublicense or share access to the Service;
(h) use the Service or Outputs to build, train or improve AI models, or a product that competes with the Service;
(i) use the Service to provide legal services to others for a fee without review by a qualified lawyer, where the law requires a licence to provide those services; present Outputs as a lawyer's opinion; or use the Service to handle an actual or likely legal dispute on behalf of someone else; or
(j) use the Service to harass, deceive or harm anyone.

10.2 Restrictions that may apply to you. The Service is developed and operated for us by a company in mainland China, and it uses AI models developed by DeepSeek, a company in mainland China. Some laws, procurement rules and contracts restrict dealings with companies or personnel in mainland China, or the use of such models. You are responsible for checking and complying with any restriction that applies to you. For example, you must not use the Service:

(a) in performing a contract with the US Department of Defense, or any other contract, where the use of AI developed by DeepSeek, or of services provided by companies based in mainland China, is prohibited; or
(b) to give us access to US government-related data, or to bulk US sensitive personal data, in breach of the US Department of Justice Data Security Program rules (28 CFR Part 202).

10.3 Consequences. If you breach this Section 10, we may remove content and suspend or close your account under Section 13.

11. Plans, Points and payment

11.1 Free trial Points. When you create an account, we give you a one-time grant of free trial Points (currently 300). Trial Points do not expire while your account is open. You do not need to provide payment details for the free trial, and it does not turn into a Paid Plan automatically. Some features are not available on the free trial, as shown on our pricing page.

11.2 Paid Plans and point packs. Paid Plans are billed monthly or yearly. Each Paid Plan includes a monthly allowance of Points and certain features, as shown on our pricing page. You can also buy point packs. The price, billing period and currency are shown before you pay.

11.3 Payment. Paid Plans and point packs under this version of the Terms are sold by us. Payments are processed by Stripe. You authorise us, through Stripe, to charge your payment method for all fees you incur, including renewals. Stripe collects your card details directly; we do not receive your full card number. Unless stated otherwise, prices do not include taxes; where we must collect tax, we will show it before you pay. You are responsible for any charges your bank or card issuer applies.

11.4 Automatic renewal. Your Paid Plan renews automatically at the end of each billing period — every month for a monthly plan, every year for a yearly plan — for another period of the same length, and we charge the price of your plan at that time to your payment method, until you cancel. We will send you a receipt for each charge that explains how to cancel. Before a yearly plan renews, we will remind you by email about 30 days before the renewal date and again about 5 days before it. We will also remind you of these renewal terms at least once a year. Your next billing date is shown on the Subscription page of your account.

11.5 How to cancel. You can cancel your Paid Plan at any time in the Stripe customer portal: open the Subscription page of your account and choose "Change plan / Billing". You can also cancel by emailing us at cs@onecontract-cloud.com. Cancellation takes effect at the end of your current billing period. Until then, you keep your plan's features and your remaining plan Points. After that, you will not be charged again, and your account moves to the free tier. Except as set out in Section 11.10, fees already paid are not refunded when you cancel.

11.6 Changing plans. You can upgrade or downgrade your Paid Plan in the Stripe customer portal, which shows the price and the date the change takes effect before you confirm. Downgrades take effect at the end of your current billing period.

11.7 Price changes. We may change our prices. For an existing Paid Plan, a new price applies only from your first renewal that falls at least 30 days after we notify you by email or in the Service. If you do not want to pay the new price, cancel before that renewal. If you are charged a higher price and cancel within 14 days after that charge, we will refund the unused part of that billing period.

11.8 Failed payments. If a payment fails, Stripe may try again, and we may ask you to update your payment method. If the payment still cannot be collected, your Paid Plan may be cancelled and your account moved to the free tier.

11.9 How Points work.

(a) Each action has a Points cost, shown on our pricing page and in the Service before you start the action. Some actions, such as a deep review, first reserve the maximum cost and then return the difference when they finish.
(b) Points are deducted only when an action succeeds. If an action fails, or you stop it where the Service allows (for example, a running review), its Points are returned automatically. Points are not returned for work that was completed, even if you later discard the result.
(c) Your plan's Points are credited for each monthly period, including on yearly plans, which are paid in advance for the whole year. Plan Points are valid only for the monthly period for which they are credited and do not roll over. Unused plan Points expire at the end of that period, and when your Paid Plan ends.
(d) Points from a point pack expire 180 days after the date of purchase. Free trial Points do not expire while your account is open.
(e) Plan Points are used first. After they run out, point-pack Points and trial Points are used.
(f) Points have no cash value. They cannot be exchanged for money, transferred to another account or sold. Unused Points end when your account is closed, unless Section 5.3, 11.10 or 13.4, or the law, gives you a refund.
(g) We may change the Points cost of actions. A change never affects Points already spent. We will give at least 30 days' notice, on our pricing page and in the Service, before we increase the Points cost of an action.

11.10 Refunds.

(a) You may ask for a refund of a payment within 7 days after making it. In this Section, the Points a payment provides are all the Points it pays for — for a yearly plan, the Points for all 12 months. If less than 20% of them have been used, we refund the payment in full. Otherwise, we refund the unused part: the amount you paid, less the share of it that corresponds to the Points used.
(b) After those 7 days, payments are generally not refundable. We may make exceptions — for example, if you bought by mistake and told us straight away.
(c) If you could not use the Service because of a failure on our side, we will refund you or give you Points as compensation, whatever paragraphs (a) and (b) say.
(d) Points that have already been used are not refunded.
(e) When we refund a Paid Plan payment, the Paid Plan is cancelled and its remaining plan Points are removed. When we refund a point pack, the Points it added are removed from your balance (but your balance never goes below zero).
(f) To ask for a refund, email cs@onecontract-cloud.com from the email address linked to your account (or tell us your username), with the date and amount of the payment.
(g) Nothing in this Section limits any right to a refund that you have under the law.

11.11 Payment disputes. If you believe a charge is wrong, please contact us first at cs@onecontract-cloud.com. If you dispute a charge with your bank or card issuer, we may give Stripe records of your use of the Service, including your Points history, to respond to the dispute.

11.12 Promotions. Promotion codes, and plans or Points we give you free of charge, are subject to any conditions stated when we offer them. We may end a free plan or free grant by giving you reasonable notice.

12. Third-party services

The Service lets you use third-party services, such as sign-in providers (Google, Microsoft, Apple and Alipay) and Stripe for payments. Those services are provided by third parties under their own terms and privacy policies, and we are not responsible for them. Links to third-party websites are provided for convenience only.

13. Suspension and termination

13.1 You can leave at any time. You can cancel your Paid Plan (Section 11.5) and close your account (Section 4.5) at any time.

13.2 Suspension or closure by us. We may suspend or close your account, or restrict your access to part of the Service, if:

(a) you seriously or repeatedly breach these Terms, including Section 10, or you fail to pay;
(b) we reasonably need to do so to protect the Service, other users or third parties, or to prevent fraud or abuse — including abuse of refunds or of free Points;
(c) the law, a court or a competent authority requires it; or
(d) continuing to provide the Service to you would make us breach a law that applies to us, or the terms of a service provider we rely on, such as our payment processor.

Where it is reasonable, we will give you notice and a chance to fix the problem first. Unless the law prohibits it or telling you would compromise security, we will tell you the reason for our decision, and you can ask us to review it by emailing cs@onecontract-cloud.com.

13.3 Discontinuing the Service. We may stop providing the Service, or this version of it, by giving you at least 30 days' notice.

13.4 Refunds when we end the Service. If we close your account for a reason other than your breach of these Terms, or we discontinue the Service, we will refund the prepaid fees for the unused part of your current billing period and a proportionate amount for unused Points from point packs you bought.

13.5 What happens when an account is closed. Your access ends, any Paid Plan ends, and unused Points are cancelled (subject to Section 13.4). Before you close your account, download any documents you want to keep, using the Service's export features. We delete Customer Content within 30 days after the account is closed, and other personal data as described in the Privacy Policy, except where the law requires us to keep it.

13.6 Survival. Sections 6, 7.1, 7.6, 7.7, 9, 14, 15, 16, 19 and 21, and any other provisions that by their nature should continue, survive the end of these Terms.

14. Disclaimers

14.1 To the fullest extent the law allows, the Service, the Outputs and the DealMate Materials are provided "as is" and "as available". We make no warranties or representations, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement or accuracy. In particular, we do not warrant that Outputs are accurate, complete, lawful, enforceable in any jurisdiction or suitable for your purposes, or that the Service will be uninterrupted, secure or error-free.

14.2 We recommend that you keep your own copies of important documents.

14.3 Some jurisdictions do not allow certain warranties to be excluded. If you are protected by such a law, the exclusions above apply only to the extent that law allows.

15. Limitation of liability

15.1 Excluded losses. To the fullest extent the law allows, neither you nor we are liable to the other for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, business, goodwill or anticipated savings, arising out of or in connection with these Terms or the Service, even if advised of the possibility of such loss.

15.2 Cap. To the fullest extent the law allows, our total liability arising out of or in connection with these Terms or the Service, however it arises, is limited to the greater of (a) the amount you paid us for the Service in the 12 months before the event giving rise to the liability, and (b) US$100.

15.3 What is not limited. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence; for fraud or fraudulent misrepresentation; for loss caused by intentional misconduct or gross negligence; for your obligation to pay fees or your obligations under Section 16; or any other liability that cannot be excluded or limited by law. If you are a consumer, Sections 15.1 and 15.2 apply only to the extent permitted by the consumer protection law of the country where you live; in particular, if you are a consumer in Japan, they apply only where we were slightly negligent.

16. Indemnity

If you use the Service for business purposes, you will defend, indemnify and hold harmless DealMate and its affiliates, officers and employees against any third-party claim, and any resulting loss, damages, fine, penalty or reasonable cost (including reasonable legal fees), arising out of: (a) Customer Content, including any breach of Section 7.5; (b) your breach of Section 10 or of the law; or (c) any contract or other document you sign, send or rely on, including one prepared with the Service — except to the extent the claim is caused by our breach of these Terms. We will notify you promptly of any such claim, let you control its defence (with our reasonable cooperation, at your expense) and not settle it without your consent, which you must not unreasonably withhold.

17. Export controls and sanctions

17.1 You will comply with all export control and sanctions laws that apply to you and to your use of the Service. You confirm that you are not located in, organised in or ordinarily resident in a country or region subject to comprehensive sanctions under laws that apply to you or to our payment, cloud or AI service providers, and that you are not on a restricted-party list under those laws.

17.2 Do not upload data or technology whose export or transfer to the countries described in the Privacy Policy is restricted under laws that apply to you, unless you are authorised to do so.

17.3 We may refuse or suspend access to the Service where that is necessary for us, or for our payment, cloud or AI service providers, to comply with laws that apply to us or to them.

18. Changes to these Terms

18.1 We may update these Terms — for example, to reflect changes to the Service, to our providers or to the law.

18.2 We will publish updated Terms on our website, with their effective date, before they take effect. If a change materially reduces your rights or increases your obligations, we will also tell you by email or in the Service at least 30 days before it takes effect. Changes required by law, or relating only to new features, may take effect sooner.

18.3 Changes apply from their effective date and never retroactively. If you continue to use the Service after that date, the updated Terms apply to you. If you do not agree to a change, stop using the Service and cancel before the effective date; if it is a change we had to notify you about under Section 18.2, we will refund the prepaid fees for the unused part of your current billing period.

18.4 We will not use a change to these Terms to expand how we use Customer Content that you have already given us, unless you consent.

19. Governing law and disputes

19.1 Governing law. These Terms, and any dispute or claim arising out of or in connection with them or the Service (including non-contractual disputes or claims), are governed by the laws of the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"), without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Talk to us first. If you have a dispute with us, email cs@onecontract-cloud.com. We will both try in good faith to resolve it within 30 days before starting formal proceedings.

19.3 Arbitration. Any dispute that is not resolved under Section 19.2, including any question about the existence, validity or termination of these Terms, will be 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, seated in Hong Kong. There will be one arbitrator, and the arbitration will be conducted in English.

19.4 Individual claims only. To the extent the law allows, disputes will be resolved only on an individual basis, and not as a class, collective or representative action.

19.5 Court relief. Either of us may ask a competent court for urgent interim relief, or for an injunction to protect intellectual property or confidential information.

19.6 Consumers. If you are a consumer, you may also bring proceedings in the courts of the country where you live, and you keep the protection of the mandatory laws of that country. Sections 19.3 and 19.4 do not apply to you where the law of the country where you live does not allow them to be enforced against consumers.

19.7 Language. These Terms are written in English. If we provide a translation, the English version prevails if there is any inconsistency, unless the law requires otherwise.

20. Notices

20.1 To you. We may send you notices by email to the address linked to your account, or by displaying them in the Service. If your account has no verified email address — for example, because you sign in only with Alipay or Microsoft — we will notify you in the Service.

20.2 To us. Send notices to cs@onecontract-cloud.com. You may write to us in English, Japanese or Chinese. We will give you our postal address on request.

21. General

21.1 Entire agreement. These Terms, together with the Privacy Policy and the other documents referred to in Section 1.5, are the entire agreement between you and us about the Service.

21.2 Assignment. You may not transfer your rights or obligations under these Terms without our written consent. We may transfer ours to an affiliate, or to a successor in a merger, acquisition or sale of all or part of our business; if we do, we will tell you.

21.3 Events beyond our control. We are not responsible for failures or delays caused by events beyond our reasonable control, such as natural disasters, epidemics, war, government action, power or network outages, or failures of third-party services we depend on.

21.4 Publicity. We will not use your name or logo in our marketing without your permission.

21.5 Severability and waiver. If a court or arbitral tribunal finds any part of these Terms unenforceable, the rest remains in effect. If we do not enforce a right, we have not waived it.

21.6 Relationship. You and we are independent contracting parties. Nothing in these Terms creates a partnership, agency or employment relationship.

21.7 Third parties. No one other than you and us has any right to enforce these Terms, except as stated in Section 16.

22. Contact

Company: InoAI Technology Co., Limited (Hong Kong)
Email: cs@onecontract-cloud.com