Terms of Service

These Terms of Service ("Terms") govern your access to and use of the EaaS ("Expansion-as-a-Service") platform. By creating an account or using the service, you agree to these Terms on behalf of yourself and the organisation you represent.

1. The service

EaaS is a multi-tenant AI workforce platform for advisory, dealmaking and relationship-driven firms. The platform uses AI agents to prepare research, briefings, draft outreach and relationship signals. All outbound communications — emails, introductions, public statements — are executed by a human user. AI never sends on a human's behalf. This boundary is enforced as a product feature (the platform MANIFEST §Sacred); see §5 below.

2. Eligibility

The service is B2B only. By accepting these Terms you represent that:

• You are at least 18 years old.
• You have authority to bind the organisation you represent.
• Your organisation will use the service for legitimate business purposes.

The service is not directed at consumers (Verbraucher under §13 BGB) and not directed at children.

3. Account registration

Authentication is provided by Clerk. By creating an account you accept Clerk's terms in addition to these Terms. The first user from a given organisation creates the tenant. Tenants who progress beyond the free trial must execute a Data Processing Agreement (DPA) with EaaS before storing personal data of third parties on the platform (Art. 28 GDPR). The DPA is being finalised; an interim DPA is available on request to gyjong@gmail.com.

4. Acceptable use

You agree not to:

• Scrape data the platform retrieves under license (in particular LinkedIn enrichment via Proxycurl) in violation of the upstream provider's terms.
• Use the agents to send unsolicited bulk email (spam), harassment, threats, or unlawful communications. The platform's outbound integrations are intended for one-to-one relationship workflows, not mass marketing.
• Attempt to probe, breach or circumvent another tenant's isolation (RLS, audit boundary, key separation).
• Reverse-engineer the platform, decompile binaries, or extract model weights.
• Upload personal data you have no lawful basis to process.
• Upload special-category personal data (Art. 9 GDPR) — the platform is not designed for it.
• Use the service in violation of applicable export controls, sanctions, or competition law.

Violation may result in suspension, termination, and where appropriate, notification to authorities.

5. Sacred Boundary — product feature, not bypassable

The platform is built and operated under a MANIFEST that distinguishes Sacred actions (the human's face, voice, signature, introduction, public statement) from Amplification actions (preparation, research, drafting, internal summarisation). AI agents are permitted to perform Amplification only. Sacred actions are reserved exclusively to the human user.

You agree not to attempt to configure or use the platform to make AI execute Sacred actions (e.g. send outbound email without human review and human-initiated send). Any feature, prompt or integration that appears to allow such bypass is a bug; report it to gyjong@gmail.com.

6. Subscription and payment

Stage 1 of the platform is offered as a free trial. No fees are charged. Paid plans, billing, invoicing and tax handling will be introduced in Phase B and will be governed by an addendum to these Terms communicated at least 30 days before the change takes effect.

7. Intellectual property

• Your data, your IP. Your tenant organisation retains all rights, title and interest in the network data, contacts, meeting notes and content you upload.
• Platform IP. EaaS retains all rights, title and interest in the platform code, designs, models, prompts, agent definitions and methodology.
• AI-generated drafts. Drafts and briefings generated by the platform on your prompt belong to the tenant that prompted them, subject to applicable copyright law. Under German copyright law (UrhG), the legal status of model output authorship is unsettled — §§31 and 31a UrhG on grants of rights of use, and §44b UrhG on text-and-data-mining, are the most directly relevant provisions. This question is flagged for qualified Rechtsanwalt review before any litigation, licensing or rights-assignment scenario; nothing in this clause grants more than EaaS itself owns or can lawfully transfer.
• Feedback. If you provide feedback or suggestions about the platform, you grant EaaS a non-exclusive, perpetual, royalty-free licence to use it without restriction.

8. Confidentiality

Each party agrees to protect the other's confidential information with at least the same standard of care it uses for its own confidential information of similar sensitivity, and in no case with less than reasonable care. This obligation survives termination of these Terms for three years. Tenant content uploaded to the platform is treated as confidential by EaaS without express marking.

9. Warranty disclaimer

The service is provided "AS IS" and "AS AVAILABLE" during the Stage 1 prototype phase. To the maximum extent permitted by law, EaaS disclaims all express and implied warranties, including merchantability, fitness for a particular purpose, accuracy of AI output, and non-infringement. A formal Service Level Agreement will be introduced in Phase B.

This disclaimer does not limit liability for: intent (Vorsatz), gross negligence (grobe Fahrlässigkeit), personal injury or death, fraudulent misrepresentation, or any other liability that cannot be excluded under mandatory German law (cf. §309 No. 7 BGB).

10. Limitation of liability

Subject to §9 above, EaaS's total aggregate liability arising out of or in connection with these Terms is capped at the greater of (a) twelve (12) months of fees paid by you to EaaS or (b) EUR 100 for the Stage 1 prototype phase. Indirect, consequential, incidental and punitive damages, lost profits, lost data, and lost goodwill are excluded to the maximum extent permitted by law.

This cap does not apply in cases listed in the second paragraph of §9.

11. Indemnification

• You indemnify EaaS against third-party claims arising from your misuse of the service, your breach of these Terms, your violation of applicable law (including data-protection law), or content you uploaded that infringes a third party's rights.
• EaaS indemnifies you against third-party claims that the platform code itself infringes a third party's intellectual property right, provided you notify EaaS promptly and grant EaaS control of the defence.

Mutual indemnification obligations are subject to the liability cap in §10 (excluding cases in §9 paragraph 2).

12. Term and termination

• These Terms commence on the date you accept them and continue month-to-month.
• Either party may terminate for convenience on 30 days' written notice.
• Either party may terminate immediately for material breach uncured 14 days after written notice.
• On termination, you may export your data for 30 days (the "grace period"); thereafter we delete it in accordance with the Privacy Policy.
• Clauses 7 (IP), 8 (Confidentiality), 9 (Warranty), 10 (Limitation), 11 (Indemnification), 14 (Governing law) and 15 (Dispute resolution) survive termination.

13. Changes to these Terms

We will publish updates here and notify registered users by email at least 14 days before material changes take effect. Continued use of the service after the effective date constitutes acceptance.

14. Governing law

These Terms are subject to a dual-track governing law arrangement during the entity-transition period:

• Pending GmbH formation (Munich seat): Once the German GmbH is incorporated, these Terms shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding choice-of-law rules.
• Until GmbH incorporation completes: the controller is a sole proprietorship resident in the Republic of Korea, and these Terms shall be governed by the laws of the Republic of Korea, excluding CISG and excluding choice-of-law rules.

Each tenant will be notified in writing when the GmbH transition takes effect and the German-law track activates.

15. Dispute resolution

The parties shall attempt to resolve any dispute amicably through good-faith negotiation for 30 days before commencing formal proceedings.

If unresolved:

• After GmbH formation: exclusive jurisdiction lies with the competent courts of Munich, Germany.
• Before GmbH formation: exclusive jurisdiction lies with the competent courts of the controller's seat in the Republic of Korea.

Nothing in this clause prevents either party from seeking interim or injunctive relief in any court of competent jurisdiction.

16. Miscellaneous

• Entire agreement. These Terms together with the Privacy Policy, the Sub-processor list and (where executed) the DPA constitute the entire agreement between the parties on the subject matter.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force. The invalid provision shall be replaced by a valid one that most closely reflects the parties' original intent (geltungserhaltende Reduktion).
• No assignment. You may not assign these Terms without EaaS's prior written consent. EaaS may assign to an affiliate or successor in interest on notice.
• Force majeure. Neither party is liable for delay or failure caused by events beyond reasonable control (acts of nature, war, embargo, government action, sustained internet outage, sub-processor outage).
• Notices. Notices to EaaS go to gyjong@gmail.com. Notices to you go to the email associated with your account.
• Language. These Terms are issued in English. A German translation will be issued in Phase B; in case of discrepancy, the English version controls until a separately executed German translation is agreed.

17. Contact

gyjong@gmail.com EaaS — Kenny (Kwang-Yong) Jung Postal address pending German GmbH formation — Munich seat

This document is preparation material drafted for review by qualified German legal counsel. It is not legal advice. Kenny must engage a Munich-based Rechtsanwalt with IP/IT, GDPR and (ideally) Korean cross-border experience before relying on these Terms in dealings with paying clients. The IP §7, the warranty / liability §§9–10, the governing-law §14 and the dispute-resolution §15 all require explicit Rechtsanwalt sign-off given the dual-track Korea ↔ Germany period.

Terms of Service · version 1.0.0 · effective 27 May 2026. This document is published by EaaS and reviewed periodically. For questions, contact gyjong@gmail.com.