Terms of Service | Kuration AI

Legal review notice. These Terms have been prepared for review and should be validated by qualified legal counsel before use. They are not legal advice. Material decisions (subscription model, refund policy, free-trial mechanics, enterprise Order Forms, partner program) should be confirmed against current commercial practice before publication.

Summary of key changes

We have rewritten these Terms of Service from the ground up to reflect the reality of Kuration AI's business as a B2B data company headquartered in Hong Kong. The most important changes are:

Governing law and disputes. The previous Terms named United Kingdom law and the European Court of Arbitration in Strasbourg. Those references were inconsistent with our home jurisdiction. These Terms are now governed by Hong Kong law, with disputes finally resolved by HKIAC arbitration in Hong Kong.
What the Services actually are. The previous Terms included clauses drafted for consumer services and user-generated-content platforms. Those have been removed. The new Terms describe the Kuration platform, API, Chrome extension, and managed data services as they actually operate.
Data license and prohibited uses. The new Terms add a clear section setting out what you may and may not do with Kuration data, including express restrictions on consumer marketing, regulated decisions (credit, employment, housing, insurance), discriminatory use, resale, and training competing AI models.
Data protection roles. We now state explicitly that Kuration acts as controller, processor, or independent controller depending on the type of data involved, and cross-reference our Privacy Policy, Data Processing Agreement, Sub-processor List, and Data Subject Notice.
Jurisdictional scope. The new Terms acknowledge that we serve customers globally — including in the EU, UK, UAE, KSA, Singapore, the United States, and across Africa — and defer to jurisdiction-specific documents for detailed obligations.
Outbound messaging compliance. The new Terms require customers to comply with applicable anti-spam and telemarketing laws (GDPR, ePrivacy, CAN-SPAM, CASL, and local equivalents) when using Kuration data for outreach.
Contact points. All contact addresses are consolidated on role-based `@kuration.ai` aliases (`legal@`, `privacy@`, `security@`, `abuse@`, `support@`, `dpo@`, `admin@`). Outdated addresses have been removed.
Class action waiver and individual-only arbitration. Disputes must be resolved on an individual basis; class and representative actions are waived.

These Terms take effect on the "Last Updated" date above. For existing customers, continued use of the Services after that date constitutes acceptance of the updated Terms.

1. Introduction and acceptance

1.1 Who we are

Kuration AI is operated by KURATION AI LIMITED, a company registered in Hong Kong under Company Registration Number 76420894, with its registered office at Unit 2A, 17/F., Glenealy Tower, No. 1 Glenealy, Central, Hong Kong ("Kuration," "we," "us," or "our"). We also use the trading names "Kuration AI" and "Kuration," and we operate the websites at `kurationai.com`, `kuration.ai`, and `kuration.io`.

Certain enterprise customers may, at their option, contract with our affiliate Kuration AI (ADGM), Registration No. 29624, under a separate Order Form. In those cases, the contracting entity named on the Order Form controls.

1.2 What these Terms cover

These Terms of Service (the "Terms") govern your access to and use of our Services, including:

our websites at `kurationai.com`, `kuration.ai`, and `kuration.io`;
the Kuration platform (including AlexAI and any related web application);
our application programming interfaces ("APIs");
our Chrome extension and any other browser extensions we publish;
our managed data services, including database production, enrichment, verification, and research engagements ("Managed Services"); and
any other product or service that we make available and that references or links to these Terms,

(collectively, the "Services").

1.3 Acceptance

By accessing or using the Services, by clicking "I agree," by executing an Order Form that incorporates these Terms, or by otherwise indicating acceptance, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" or "Customer" refers to that entity. If you do not have that authority, or you do not agree with these Terms, you may not use the Services.

1.4 Order Forms and supplemental terms

Enterprise and other custom engagements may be documented in an Order Form, Statement of Work, or similar ordering document (each, an "Order Form"). An Order Form may modify or supplement these Terms for the specific engagement. In the event of a conflict, the Order Form controls over these Terms with respect to that engagement only, unless the Order Form expressly states otherwise. Product-specific terms or policies (for example, our API Terms, Acceptable Use Policy, and Data Processing Agreement) are incorporated into these Terms by reference where they are referenced below.

1.5 Eligibility

You must be at least 18 years old and capable of entering into a binding contract under applicable law to use the Services. The Services are intended for business use only and are not intended for, or directed to, consumers or children.

2. Definitions

Capitalised terms used in these Terms have the meanings set out below.

"Account" means the Customer's registered account used to access the Services.
"Affiliates" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.
"Applicable Law" means all laws, regulations, rules, and binding guidance that apply to a party in connection with these Terms, including data protection and privacy law, anti-spam and telemarketing law, consumer protection law, export control and sanctions law, and anti-corruption law.
"Authorised User" means an individual employee, contractor, or agent of the Customer who is authorised by the Customer to use the Services under the Customer's Account.
"Confidential Information" has the meaning set out in Section 9.
"Customer Content" means any data, files, prompts, search terms, lists, or other materials that the Customer or its Authorised Users submit to or upload into the Services.
"Customer Data" means Customer Content together with any other data relating to the Customer or its Authorised Users that we process in the course of providing the Services, including Account data.
"Data Protection Law" means all Applicable Laws relating to the protection of personal data, including the EU General Data Protection Regulation (EU GDPR), the UK General Data Protection Regulation (UK GDPR), the Hong Kong Personal Data (Privacy) Ordinance (PDPO), the UAE Personal Data Protection Law (UAE PDPL), the KSA Personal Data Protection Law (KSA PDPL), the Singapore Personal Data Protection Act (PDPA), the California Consumer Privacy Act as amended by the California Privacy Rights Act (CCPA/CPRA) and other U.S. state privacy laws, and equivalent laws in other jurisdictions.
"Documentation" means the technical and user documentation for the Services that we make generally available.
"Kuration Data" means data, records, insights, signals, research outputs, and other content that we provide to the Customer from or derived from our own database and sources, excluding Customer Content.
"Kuration IP" means the Services, the Kuration Data (to the extent of our rights), the Documentation, all software, models, algorithms, interfaces, designs, methodologies, and all intellectual property rights in any of the foregoing, together with all improvements, derivatives, and enhancements thereof.
"Personal Data" has the meaning given to that term (or the equivalent term, such as "personal information") under Data Protection Law.
"Services" has the meaning given in Section 1.2.

3. The Services

3.1 Description

The Services comprise:

The Kuration platform — a web-based application that allows Authorised Users to build custom B2B prospect databases, run enrichments and verifications, and integrate with connected tools. AlexAI is our autonomous database agent that operates within the platform.
APIs — programmatic access to the platform for building, enriching, and retrieving datasets.
Chrome extension — a browser extension that allows Authorised Users to interact with the Services from within supported third-party websites.
Managed Services — database production, enrichment, verification, and research engagements performed by our internal team and, where specified, by our network of trained researchers ("Brainsfeed"), delivered under an Order Form.

We provide Kuration Data sourced from public websites, company and government registries, event and trade-show records, directories, industry associations, partner data providers, and outputs from Brainsfeed.

We are not a consumer service, a social media or user-generated-content platform, a credit reporting agency, or a source of data for employment, credit, insurance, housing, or other regulated decisions about natural persons.

3.2 Account registration

To use most features of the Services, the Customer must register for an Account. When registering, the Customer and each Authorised User must provide accurate, current, and complete information and must keep that information up to date. The Customer is responsible for all activity that occurs under its Account, including activity by its Authorised Users.

3.3 Changes to the Services

We improve and update the Services on an ongoing basis. We may, from time to time, add, remove, modify, or replace features of the Services. We will use commercially reasonable efforts to avoid changes that materially degrade the core functionality of the Services for paying customers during a paid term. If we discontinue a Service or a material feature of a Service, we will give reasonable advance notice where practicable.

4. License and permitted use

4.1 License grant to the Customer

Subject to the Customer's compliance with these Terms and payment of all applicable fees, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the applicable subscription or engagement term to:

(a) access and use the Services for the Customer's internal business purposes; and

(b) use the Kuration Data delivered to the Customer through the Services for the Customer's internal business purposes, including lead generation, account research, sales outreach, marketing, recruitment research, and market research, in each case subject to Section 5 (Prohibited use cases) and Section 6 (Customer obligations).

4.2 Scope of permitted use

The Customer may permit its Authorised Users, and its professional advisers and service providers acting on its behalf under appropriate confidentiality obligations, to use the Services and the Kuration Data solely for the Customer's internal business purposes. The Customer is responsible for ensuring that each Authorised User complies with these Terms and must promptly notify us if it becomes aware of any breach.

4.3 Restrictions on use

Except as expressly permitted by these Terms, the Customer shall not, and shall not permit any Authorised User or third party to:

(a) resell, sublicense, lease, rent, or commercially redistribute the Services or the Kuration Data, as-is or in substantially unmodified form;

(b) use the Services to provide services to third parties in a service-bureau, time-sharing, managed-service, or outsourcing arrangement;

(c) make the Kuration Data publicly available, including through the internet, a public API, search-engine indexing, a directory, or any other public distribution channel;

(d) copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Services, except to the extent that this restriction is prohibited by Applicable Law;

(e) circumvent, disable, or otherwise interfere with rate limits, authentication, access controls, or other technical protections of the Services;

(f) use scraping, spidering, crawling, or other automated extraction methods to access the Services, except through our documented APIs and within the applicable rate limits;

(g) introduce any malware, back door, or similar harmful code into the Services, or use the Services to distribute any of the foregoing;

(h) interfere with or disrupt the integrity or performance of the Services, including any servers, networks, or data used in connection with the Services;

(i) use the Services to build, train, evaluate, or benchmark any product, service, software, model, or dataset that competes with the Services, or provide access to the Services or the Kuration Data to any third party for such purposes; or

(j) use the Services in any manner, or for any purpose, that violates Applicable Law or infringes the rights of any person.

4.4 Data rights and ownership

As between the parties:

(a) we and our licensors own all right, title, and interest in and to the Kuration IP, including the Kuration Data (subject to any third-party rights in the underlying data);

(b) the Customer owns its Customer Content; and

(c) no rights are granted to the Customer other than those expressly granted by these Terms. All rights not expressly granted are reserved.

5. Prohibited use cases

This Section 5 sets out use cases that are strictly prohibited. A breach of this Section 5 is a material breach of these Terms and may result in immediate suspension or termination under Section 14 or Section 15.

5.1 Regulated decisions

The Customer shall not use the Services or the Kuration Data, alone or in combination with other data, to make, inform, or support decisions regarding:

(a) consumer credit, credit scoring, lending, or insurance underwriting, including any decision governed by the U.S. Fair Credit Reporting Act ("FCRA") or equivalent laws;

(b) employment screening, hiring, promotion, demotion, discipline, compensation, or termination, or any other employment-related decision;

(d) eligibility for education, scholarships, government benefits, licences, or services;

(e) healthcare decisions about a natural person; or

(f) any other decision that produces legal effects or similarly significant effects on a natural person within the meaning of Data Protection Law.

The Services are not designed or intended to be, and shall not be used as, a "consumer report" under the FCRA or an analogous instrument under other law. We are not a "consumer reporting agency" as defined in the FCRA.

5.2 Consumer marketing

The Services are provided for business-to-business ("B2B") purposes only. The Customer shall not use the Services or the Kuration Data to:

(a) market products or services to individuals in their personal capacity;

(b) send communications to personal email addresses or personal phone numbers for non-business purposes; or

5.3 Discriminatory or harmful use

The Customer shall not use the Services or the Kuration Data to:

(a) discriminate against any individual on the basis of race, ethnicity, national origin, religion, gender, sex, sexual orientation, gender identity, disability, age, or other characteristic protected under Applicable Law;

(b) harass, stalk, threaten, intimidate, or harm any individual;

(d) violate any anti-discrimination, consumer protection, or similar law.

5.4 Resale and redistribution

The Customer shall not resell, sublicense, rent, lease, or otherwise make the Services or the Kuration Data available to any third party, except as reasonably necessary for the Customer's internal business use of the Services (for example, loading the Kuration Data into the Customer's own CRM or marketing system, or sharing it internally with Authorised Users and professional advisers acting on the Customer's behalf under confidentiality obligations).

5.5 Outbound messaging compliance

Where the Customer uses the Services or the Kuration Data to conduct outreach, the Customer shall:

(a) comply with all Applicable Law governing unsolicited communications, including the EU ePrivacy Directive, GDPR, UK GDPR and PECR, the U.S. CAN-SPAM Act, the Canadian Anti-Spam Legislation (CASL), the Telephone Consumer Protection Act (TCPA), local anti-spam and telemarketing laws in each country where its recipients are located, and any applicable industry codes;

(b) honour unsubscribe, opt-out, and erasure requests promptly and in accordance with Applicable Law;

(d) identify itself truthfully in all communications and not disguise the sender or origin of any message;

(e) provide a functional unsubscribe mechanism in every email communication; and

(f) maintain records of consent and opt-out as required by Applicable Law.

5.6 Technical restrictions

In addition to the restrictions in Section 4.3, the Customer shall not:

(a) probe, scan, or test the vulnerability of the Services except under an authorised security-testing or bug-bounty programme agreed with us in advance;

(b) access the Services using shared, automated, or disguised credentials except as expressly authorised in writing; or

(c) use the Services to develop, train, fine-tune, or evaluate any machine-learning model, foundation model, or AI system intended to produce a product or service that competes with the Services, nor provide the Kuration Data to any third party for such purposes.

6. Customer obligations

6.1 Compliance with law

The Customer shall comply, and shall ensure that each Authorised User complies, with all Applicable Law in its use of the Services, the Kuration Data, and any output generated from them. The Customer is solely responsible for determining whether its intended use is lawful in each jurisdiction where it operates or where its target contacts are located.

6.2 Data protection obligations

Where the Customer processes Personal Data obtained from the Services:

(a) the Customer acknowledges that, with respect to the Kuration Data that we provide from our own database, the Customer acts as an independent controller (or equivalent role) of that data and is independently responsible for its own compliance with Data Protection Law, including establishing an appropriate lawful basis for its processing, providing transparency notices to data subjects, and responding to data subject rights requests;

(b) the Customer shall honour any request from us to delete, suppress, or update Personal Data in its systems as necessary to comply with a data subject rights request or a legal obligation;

(c) the Customer shall not knowingly combine the Kuration Data with other data in a way that renders our lawful basis or the relevant transparency notice inaccurate or misleading; and

(d) where we act as processor on the Customer's behalf (for example, when enriching or verifying a list that the Customer uploads), the Customer acts as controller and the Data Processing Agreement applies.

Section 10 (Data protection) sets out these roles in more detail.

6.3 Anti-spam and outbound messaging compliance

The Customer shall comply with Section 5.5 in all outbound messaging activity, whether conducted through the Services, through integrated tools, or otherwise.

6.4 Security obligations

The Customer shall implement and maintain reasonable administrative, technical, and physical safeguards designed to:

(a) protect the confidentiality and integrity of its Account credentials, API keys, and tokens;

(b) prevent unauthorised access to or use of the Services;

(d) detect and respond to security incidents involving the Customer's use of the Services.

The Customer shall notify us promptly at `security@kuration.ai` if it becomes aware of any suspected or actual unauthorised access to its Account or any security incident affecting its use of the Services.

6.5 Credential protection

Each Authorised User must keep their credentials confidential and must not share them with any other person. The Customer is responsible for all activity that occurs under its Account or its Authorised Users' credentials, whether or not authorised, until the Customer notifies us of a suspected compromise and we have had a reasonable opportunity to respond.

6.6 Accurate information

The Customer shall keep its Account information (including billing contact, billing address, and primary contact) accurate and up to date.

7. Fees, payment, and subscriptions

7.1 Fees and billing

Unless otherwise agreed in an Order Form, fees are as set out on the Services' pricing pages at the time of order or as otherwise communicated to the Customer. Fees may be based on subscription tiers, usage, credits, seats, API calls, deliverable scope, or a combination thereof.

The Customer authorises us (or our payment processor) to charge the payment method on file for all fees due. We use Stripe and may support multiple payment methods and currencies. Certain enterprise engagements may be billed by invoice on net payment terms set out in the applicable Order Form.

7.2 Subscription renewal

Paid subscriptions automatically renew for successive terms of the same length as the initial term (for example, monthly subscriptions renew monthly and annual subscriptions renew annually), at the then-current renewal rate, unless the Customer cancels before the end of the then-current term through the Services or by written notice to `support@kuration.ai`. A cancellation takes effect at the end of the then-current term, and the Customer retains access to the Services through the end of that term.

7.3 Free trial

Where we offer a free trial, we will communicate the trial length and any applicable restrictions at sign-up. Unless stated otherwise at sign-up, a free trial will automatically convert to a paid subscription at the end of the trial period, and the Customer may cancel at any time before conversion through the Services.

7.4 Taxes

Fees are exclusive of taxes, including value-added tax, goods and services tax, sales tax, and withholding tax. The Customer is responsible for all such taxes, except for taxes based on our net income. If the Customer is required to withhold any tax from payments due to us, the Customer shall gross up the payment so that we receive the amount we would have received in the absence of withholding.

7.5 Refunds

Except as required by Applicable Law or as expressly set out in an Order Form, fees are non-refundable once paid and subscriptions are non-cancellable in the middle of a paid term.

7.6 Fee changes

We may change subscription fees or usage pricing upon not less than thirty (30) days' notice before the change takes effect. A fee change will apply at the start of the next renewal term following the notice period unless an Order Form provides otherwise.

7.7 Suspension for non-payment

If payment is more than fifteen (15) days overdue, we may suspend access to the Services without liability until payment is received. Continued non-payment is grounds for termination for cause under Section 14.2.

8. Intellectual property

8.1 Kuration IP

The Services, Kuration Data, Documentation, and all other Kuration IP are owned by us and our licensors and are protected by copyright, trademark, database rights, and other intellectual property laws. Except for the limited licence granted in Section 4.1, these Terms do not grant the Customer any right, title, or interest in the Kuration IP.

8.2 Customer Content

The Customer retains all right, title, and interest in and to its Customer Content. The Customer grants us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, process, display, and otherwise use the Customer Content solely to (a) provide and improve the Services for the Customer and (b) comply with Applicable Law. We will not sell the Customer Content and will not use the Customer Content to train AI or ML models except where expressly permitted in an Order Form.

8.3 Feedback

If the Customer or any Authorised User provides us with feedback, suggestions, or ideas regarding the Services ("Feedback"), the Customer hereby grants us a perpetual, irrevocable, worldwide, royalty-free licence to use, incorporate, and commercially exploit the Feedback in any manner, without obligation to the Customer. We will not identify the Customer as the source of Feedback without the Customer's prior consent.

8.4 Trademarks

"Kuration," "Kuration AI," "AlexAI," "Brainsfeed," and our logos are trademarks of Kuration AI Limited or its Affiliates. The Customer may not use those marks except with our prior written consent, including for referring to the Services in commerce.

8.5 Open-source components

The Services may include open-source software components that are licensed under their own terms. Those terms take precedence over these Terms with respect to those components only.

9. Confidentiality

9.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that the Discloser marks as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, on our side, non-public features of the Services, internal pricing, performance data, and the Kuration Data; and, on the Customer's side, Customer Content and non-public business information the Customer shares with us.

9.2 Obligations

The Recipient shall:

(a) use the Discloser's Confidential Information only to perform under these Terms;

(b) protect the Discloser's Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable standard of care; and

(c) disclose Confidential Information only to its employees, Affiliates, contractors, and professional advisers who have a need to know and who are bound by written confidentiality obligations at least as protective as those in this Section 9.

9.3 Exceptions

Confidential Information does not include information that: (a) was rightfully in the Recipient's possession without confidentiality obligations before disclosure; (b) is or becomes publicly available through no fault of the Recipient; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed by the Recipient without reference to the Discloser's Confidential Information.

9.4 Compelled disclosure

If the Recipient is compelled by law to disclose Confidential Information, it shall, to the extent legally permitted, give the Discloser prior notice and reasonable cooperation so that the Discloser may seek a protective order or other remedy.

10. Data protection

10.1 Privacy Policy

Our Privacy Policy describes how we collect, use, and share Personal Data in connection with the Services. The Privacy Policy is incorporated into these Terms by reference.

10.2 Data Processing Agreement

For Customers subject to the EU GDPR, UK GDPR, UAE PDPL, KSA PDPL, Singapore PDPA, or other Data Protection Law that requires a written data processing agreement, our Data Processing Agreement ("DPA") is incorporated into these Terms by reference. In the event of a conflict between these Terms and the DPA with respect to the processing of Personal Data, the DPA controls.

10.3 Controller / processor roles

The parties' roles under Data Protection Law depend on the type of Personal Data involved:

(a) Account and usage data. With respect to Personal Data of the Customer's Authorised Users that we process for our own purposes (for example, to operate the Customer's Account, bill for the Services, and maintain security logs), we act as controller.

(b) Customer Content processed on the Customer's behalf. With respect to Personal Data that the Customer submits to the Services for processing (for example, a list of contacts that the Customer uploads for enrichment or verification), we act as processor and the Customer acts as controller. The DPA governs our processing in this role.

(c) Kuration Data. With respect to Personal Data that we independently source into our own database and then make available to the Customer through the Services, we and the Customer each act as independent controllers, each responsible for our own compliance with Data Protection Law. Neither party is a processor of the other in this scenario.

10.4 Sub-processors

We engage sub-processors to help us provide the Services. Our current list of sub-processors is published at kurationai.com/sub-processors. We will give notice of material changes to that list in the manner set out in the DPA.

10.5 Data Subject Notice

Individuals whose Personal Data appears in the Kuration Data may exercise their rights under Data Protection Law. Our Data Subject Notice explains how they can exercise those rights. Data subject requests may also be submitted through our Data Removal Request form or by emailing `privacy@kuration.ai`.

10.6 Cross-border transfers

The Services are provided from infrastructure located in one or more regions selected by us, and Personal Data may be transferred across borders as necessary to provide the Services. Where cross-border transfers are subject to Data Protection Law, we implement appropriate safeguards, including standard contractual clauses, adequacy mechanisms, and any additional measures required by Applicable Law.

10.7 Regional supplements

The Privacy Policy and DPA contain regional supplements addressing the specific rights and requirements of individuals and customers in the European Economic Area, the United Kingdom, the United Arab Emirates, the Kingdom of Saudi Arabia, Singapore, Hong Kong, the United States (including California), and other jurisdictions.

11. Warranties and disclaimers

11.1 Mutual warranties

Each party represents and warrants to the other that: (a) it is duly organised and validly existing under the laws of its place of incorporation; (b) it has full power and authority to enter into and perform these Terms; and (c) its performance under these Terms will not conflict with any other obligation binding on it.

11.2 Our service warranty

We warrant that the Services will be provided with reasonable skill and care and will materially conform to the Documentation during a paid term. The Customer's exclusive remedy, and our entire liability, for breach of this Section 11.2 is for us to use commercially reasonable efforts to remedy the non-conformity, or, if we cannot do so within a reasonable period, to refund the pro-rata portion of fees paid for the affected Services.

11.3 Disclaimers

EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION 11, THE SERVICES AND THE KURATION DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR COMPLETENESS.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE KURATION DATA WILL BE COMPLETE OR ACCURATE FOR THE CUSTOMER'S PURPOSES, OR THAT THE SERVICES WILL MEET THE CUSTOMER'S REQUIREMENTS.

The Kuration Data is aggregated, enriched, and maintained using automated and human methods and is provided on a best-efforts basis. The Customer is responsible for validating the Kuration Data against its own sources before using it to make material decisions.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 12.3:

12.1 Exclusion of certain damages

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on liability

EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY THE CUSTOMER TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD 100).

12.3 Excluded claims

The limitations in Sections 12.1 and 12.2 do not apply to: (a) the Customer's payment obligations under Section 7; (b) the Customer's breach of Section 4.3 (Restrictions on use) or Section 5 (Prohibited use cases); (c) either party's indemnification obligations under Section 13; (d) either party's breach of its confidentiality obligations under Section 9; (e) either party's infringement or misappropriation of the other party's intellectual property rights; or (f) liability that cannot be limited by Applicable Law.

12.4 Allocation

The parties acknowledge that the fees charged under these Terms reflect the allocation of risk set out in this Section 12, and that the limitations and exclusions in this Section 12 are a fundamental basis of the bargain between the parties.

13. Indemnification

13.1 Our indemnity

We will defend the Customer against any third-party claim alleging that the Services, as made available by us and used by the Customer in accordance with these Terms, infringe a third party's copyright, registered trademark, or registered patent issued in the jurisdiction where the Services are provided, and will indemnify the Customer against damages finally awarded by a court of competent jurisdiction or agreed in settlement in respect of such a claim, subject to this Section 13.

If the Services become, or in our opinion may become, the subject of an infringement claim, we may, at our option and expense: (a) modify the Services so they are no longer infringing while retaining substantially equivalent functionality; (b) obtain for the Customer a licence to continue using the Services; or (c) terminate the affected Services and refund any prepaid fees for the remaining portion of the then-current term. This Section 13.1 states our entire liability, and the Customer's sole and exclusive remedy, for third-party infringement claims.

This Section 13.1 does not apply to any claim arising from: (i) the Customer's breach of these Terms; (ii) the Customer Content; (iii) the combination of the Services with any product, service, or data not provided by us, where the infringement would not have occurred but for the combination; (iv) modifications to the Services not made by us; or (v) the Customer's use of the Services after we have notified the Customer to discontinue use.

13.2 Customer's indemnity

The Customer will defend, indemnify, and hold harmless us and our Affiliates, and each of our respective directors, officers, employees, and agents, against any third-party claim (including claims brought by data subjects or regulators) arising from or relating to:

(a) the Customer's or its Authorised Users' breach of these Terms, including any breach of Section 4.3, Section 5, or Section 6;

(b) the Customer Content or the Customer's use of the Kuration Data, including any use that violates Data Protection Law, anti-spam or telemarketing law, or other Applicable Law;

(c) the Customer's outbound communications, including any claim that those communications were unlawful, misleading, or otherwise in breach of Applicable Law; or

(d) any dispute between the Customer and its Authorised Users, customers, or other counterparties.

13.3 Procedure

The indemnifying party's obligations under this Section 13 are conditional on the indemnified party: (a) promptly notifying the indemnifying party of the claim in writing; (b) giving the indemnifying party sole control of the defence and settlement of the claim (provided that no settlement imposing an obligation on the indemnified party other than the payment of money, which is paid by the indemnifying party, may be agreed without the indemnified party's prior written consent); and (c) providing reasonable cooperation at the indemnifying party's expense.

14. Term and termination

14.1 Term

These Terms take effect when the Customer first accepts them and continue until all Order Forms and subscriptions have expired or been terminated in accordance with this Section 14. Subscription and Order Form terms are set out in the applicable ordering document.

14.2 Termination for cause

Either party may terminate these Terms or any affected Order Form for cause if the other party:

(a) materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice describing the breach;

(b) becomes insolvent, makes a general assignment for the benefit of creditors, suffers the appointment of a receiver or trustee, or becomes the subject of any bankruptcy, reorganisation, or similar proceeding that is not dismissed within sixty (60) days; or

We may terminate these Terms or any Order Form immediately on written notice if the Customer breaches Section 4.3, Section 5, or any law in its use of the Services, where in our reasonable judgement the breach cannot be cured or poses an imminent risk to us, our other customers, data subjects, or third parties.

14.3 Termination for convenience

Either party may terminate a subscription for convenience by giving written notice effective at the end of the then-current term, in accordance with Section 7.2. This Section 14.3 does not apply to Order Forms that expressly prohibit termination for convenience.

14.4 Effect of termination

On termination or expiry of these Terms or of an Order Form:

(a) the Customer shall cease accessing and using the affected Services and the affected Kuration Data;

(b) within thirty (30) days, the Customer shall delete or de-identify any Kuration Data in its possession that was obtained under the terminated Order Form or subscription, except that the Customer may retain Kuration Data it has lawfully integrated into its records of outreach for the minimum period required to comply with Applicable Law or its own legal hold obligations;

(d) on written request made within thirty (30) days of termination, we will provide the Customer with a copy of its Customer Content in a commercially reasonable format, to the extent not previously provided.

14.5 Survival

The following Sections survive termination or expiry of these Terms: 4.3, 4.4, 5, 6.2, 7 (to the extent fees are accrued), 8, 9, 10, 11.3, 12, 13, 14.4, 14.5, 17, 18, 20, 21, and 22, together with any other provision that by its nature is intended to survive.

15. Suspension

We may suspend access to the Services, in whole or in part, without liability, if:

(a) the Customer's use of the Services poses a material security risk to us, to other customers, or to third parties;

(b) we are required to do so by Applicable Law or by a lawful request of a governmental authority;

(d) we reasonably suspect that the Customer's Account has been compromised.

Where practicable, we will give notice of the suspension and will reinstate access promptly once the cause has been resolved.

16. Third-party services and integrations

The Services may integrate with or enable connections to third-party services (including CRM, outreach, and productivity tools). Those third-party services are provided by the third party and are subject to the third party's terms. We are not responsible for the availability, accuracy, or performance of third-party services. The Customer is responsible for its own agreements with the providers of any third-party services it uses with the Services.

17. Export controls and sanctions

The Customer represents and warrants that: (a) it is not located in, under the control of, or a national or resident of any country or region that is subject to comprehensive trade sanctions administered by Hong Kong, the United States, the European Union, the United Kingdom, or the United Nations; (b) it is not on any restricted party list maintained by any of the foregoing authorities; and (c) it will not use the Services in violation of any export control or sanctions law. The Customer shall not export, re-export, or transfer the Services or any Kuration Data in violation of Applicable Law.

18. Force majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labour action, failure or degradation of utilities, internet backbone, or third-party cloud infrastructure, and government action. The affected party shall give prompt notice and use commercially reasonable efforts to resume performance.

19. Modifications to these Terms

We may modify these Terms from time to time. We will post the updated Terms at `https://kurationai.com/terms\` and update the "Last Updated" date at the top. For material changes that adversely affect the Customer, we will give reasonable advance notice (including by email to the Customer's primary contact, by in-product notice, or both). Continued use of the Services after the effective date of a change constitutes acceptance of the updated Terms. If the Customer does not agree to a material change, the Customer's sole remedy is to terminate its subscription in accordance with Section 14.3 before the change takes effect.

20. Governing law and dispute resolution

20.1 Governing law

These Terms are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2 Arbitration

Any dispute, controversy, difference, or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach, or termination thereof, or any dispute regarding non-contractual obligations arising out of or relating to these Terms, shall be referred to and 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.

The law of this arbitration clause shall be Hong Kong law.
The seat of arbitration shall be Hong Kong.
The number of arbitrators shall be one.
The arbitration proceedings shall be conducted in English.

20.3 Exceptions

Notwithstanding Section 20.2, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or data, without first submitting the matter to arbitration.

20.4 Individual-only disputes and class-action waiver

All disputes shall be resolved on an individual basis. No arbitration or proceeding shall be consolidated with any other proceeding, and no dispute may be brought as a class action, collective action, or representative action, or on behalf of the general public. If this Section 20.4 is held to be unenforceable in any respect, the entirety of Section 20.2 shall be null and void with respect to that dispute only, and the remainder of these Terms, including Section 20.1, shall continue in effect.

21. General provisions

21.1 Entire agreement

These Terms, together with any Order Form, the Privacy Policy, the DPA, the Data License Agreement, the Acceptable Use Policy, the Sub-processor List, and any other document expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter of these Terms and supersede all prior or contemporaneous understandings, whether written or oral, regarding that subject matter.

21.2 Assignment

The Customer may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without our prior written consent. We may assign these Terms to an Affiliate, or to a successor in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets, without the Customer's consent. Any purported assignment in breach of this Section 21.2 is void.

21.3 Severability

If any provision of these Terms is held to be unenforceable by a court or arbitral tribunal of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

21.4 Waiver

A failure or delay in exercising any right under these Terms does not operate as a waiver of that right. A waiver is effective only if in writing and signed by the waiving party.

21.5 Notices

Notices to us under these Terms must be in writing and sent to `legal@kuration.ai` with a copy to our registered office at Unit 2A, 17/F., Glenealy Tower, No. 1 Glenealy, Central, Hong Kong. Notices to the Customer will be sent to the primary email address on the Customer's Account or through the Services. A notice is deemed received on the business day following transmission.

Data subject rights requests and privacy-related notices should instead be sent to `privacy@kuration.ai` or submitted through the Data Removal Request form. Security incidents and vulnerability reports should be sent to `security@kuration.ai`. Reports of misuse should be sent to `abuse@kuration.ai`.

21.6 Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

21.7 Counterparts and electronic signatures

Where these Terms or an Order Form is executed in writing, it may be executed in counterparts, each of which is an original and all of which together are one instrument. Electronic signatures and click-through acceptance are binding to the same extent as handwritten signatures.

21.8 Third-party beneficiaries

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) of Hong Kong or any equivalent law to enforce any provision of these Terms. This does not affect any right or remedy of a third party which exists or is available apart from that ordinance.

21.9 Anti-corruption

Each party represents and warrants that it will not violate the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, the Prevention of Bribery Ordinance (Cap. 201) of Hong Kong, or any other anti-corruption law in performing these Terms.

22. Contact information

You can contact Kuration AI Limited at:

General and account: `admin@kuration.ai`
Legal and contracts: `legal@kuration.ai`
Privacy and data protection: `privacy@kuration.ai`
Security incidents and vulnerability reports: `security@kuration.ai`
Abuse and misuse reports: `abuse@kuration.ai`
Data Protection Officer (where appointed): `dpo@kuration.ai`
Customer support: `support@kuration.ai`
Phone: +852 5596 8334
Registered office: Unit 2A, 17/F., Glenealy Tower, No. 1 Glenealy, Central, Hong Kong
Website: https://kurationai.com

For privacy rights and data removal, please see our Data Removal Request form or the Privacy Policy.