EAGLE888 AI HUMAN — TERMS AND CONDITIONS OF SERVICE

Version 2.1 — March 2026 | Eagle888 AI Human Pty Ltd (ACN 676 753 423)

1. DEFINITIONS

2. SUBSCRIPTION AND ACCOUNT

2.1 The Subscriber may create an account using Apple ID, Google ID or email address.

2.2 The Subscriber must provide accurate, current and complete information and update it promptly.

2.3 The Subscriber is responsible for maintaining the confidentiality of account credentials and for all activity under its account.

2.4 One account per legal entity. Sharing accounts between unrelated organisations is prohibited.

2.5 The Subscriber must be at least 18 years of age and have legal capacity to enter into a binding agreement.

3. PAYMENT, PRICING AND DISCOUNTS

3.1 Monthly Subscription. Fees are as set out in the Pricing Schedule, quoted in Australian Dollars (AUD) inclusive of GST where applicable, and are debited on the same calendar date each month via the Subscriber’s selected payment method (credit card, debit card, PayPal or bank account direct debit).

3.2 Annual Subscription and Discount.  As published from time to time.

3.3 Multi-Seat Discount. As published from time to time.

3.4 Payment Methods. Credit card, debit card, Stripe, PayPal, payment ID, or bank account direct debit. All payments are processed through PCI DSS-compliant payment gateways.

3.5 Non-Refundability. ALL SUBSCRIPTION FEES (MONTHLY AND ANNUAL) ARE NON-REFUNDABLE, EXCEPT TO THE EXTENT A REFUND IS REQUIRED UNDER APPLICABLE LAW.

3.6 Cancellation — Use Until End of Paid Period. If the Subscriber cancels (monthly or annual), access continues until the end of the then-current paid period. No pro-rated refunds are payable for unused time, except as required by applicable law.

3.7 Tier Upgrades. Upgrades take effect immediately. The Subscriber is charged the prorated difference for the remainder of the current billing cycle.

3.8 Tier Downgrades. Downgrades take effect at the start of the next billing cycle. Features exceeding the new tier’s limits are disabled at that time.

3.9 Currency. All prices are in AUD. International subscribers are charged in AUD; currency conversion fees charged by the subscriber’s bank are the subscriber’s responsibility.

3.10 GST. Prices include GST for Australian subscribers. For subscribers outside Australia, GST does not apply but local taxes may.

3.11 Failed Payments. If a payment fails, the Provider will retry twice over as per bank laws and suspended if payment remains unsuccessful, the account may be terminated under Section 9.

4. SERVICE DESCRIPTION

4.1 The Provider operates the AI Human cloud platform from Eagle888’s cloud infrastructure.

4.2 Each AI Human is allocated a Desk (persistent cloud workspace), a dedicated email address, a core folder and a specialist folder.

4.3 Each Subscriber is allocated a Hot Desk (shared cloud folder) accessible to all AI Human instances within that subscription.

4.4 AI Humans communicate with the Subscriber via email and shared cloud links. No software is installed on the Subscriber’s computers or network.

4.5 AI Humans operate during the Subscriber’s configured Business Hours.

4.6 AI Humans access AI Backbone services (e.g., OpenAI, Gemini, Perplexity, legal AI, others) as determined by the Subscription Tier.

4.7 Storage is limited to the allocation specified in the Subscription Tier as published from time to time.

4.8 The Provider will notify the Subscriber when usage reaches 80% and 95% of the allocation.

4.9 The Subscriber may create an Overflow Folder on their own system. AI Human will send completed Deliverables to the Overflow Folder via email or shared link upon request.

5. DATA OWNERSHIP AND STORAGE

5.1 All data uploaded by the Subscriber and all Deliverables generated by the AI Human on behalf of the Subscriber remain the property of the Subscriber.

5.2 Data is stored within the Eagle888 cloud environment and is logically isolated from other Subscribers’ data.

5.3 The Provider does not use Subscriber data to train AI models shared with other subscribers, except in anonymised, aggregated form for system-wide performance improvement, and only with the Subscriber’s consent.

5.4 Data backups are maintained in accordance with the Provider’s disaster recovery procedures. Backups are encrypted and geographically redundant.

5.5 The Subscriber is responsible for maintaining independent copies of critical data and Deliverables.

5.6 The Subscriber may create a work folder in its own records for AI Human to save its work in Subscriber’s records system. Access to the folder is immediately suspended by the AI Human at the termination of the subscription.

6. SECURITY AND PRIVACY

6.1 The Provider encrypts all data in transit using TLS 1.3 and at rest using AES-256.

6.2 The Provider implements role-based access control, immutable audit trails, prompt-injection defence, PII masking and compliance monitoring.

6.3 The Provider does not install any software on the Subscriber’s computers or access the Subscriber’s internal network, firewall or security infrastructure.

6.4 The Provider complies with the Australian Privacy Act 1988, GDPR (where applicable), CCPA (where applicable) and maintains SOC 2 Type II controls.

6.5 The Provider will notify the Subscriber of any data breach affecting the Subscriber’s data within 72 hours, in accordance with applicable law.

6.6 The Provider conducts annual penetration testing and quarterly security reviews.

6A. AI HUMAN LIMITATIONS AND HUMAN OVERSIGHT

6A.1 The subscriber acknowledges that each ai human is an artificial intelligence system that may make mistakes and may generate outputs that are incomplete, inaccurate or inappropriate despite the provider’s safeguards.

6A.2 AI Human outputs are provided for informational and decision-support purposes only and do not constitute professional, legal, financial, tax, medical or other regulated advice.

6A.3 The subscriber must designate a human reporting manager for each ai human. All-important or externally-facing outputs must be reviewed, verified and approved by that reporting manager or another authorised human before being executed, published, acted on or relied upon.

6A.4 Without limiting clause 6A.3, the Subscriber must not rely on AI Human outputs as the sole basis for:

external communications (including marketing, investor or regulatory communications);

financial, tax, employment, safety or legal decisions;

any decision that could reasonably pose a risk to people, property or reputation.

6A.5 The provider is not responsible for any loss arising from the subscriber’s failure to implement appropriate human review and approval, subject to any non-excludable consumer protection laws.

6B. STATUS OF AI HUMAN AND INSURANCE COVERAGE

6B.1 Each ai human is a virtual, software-based contracted worker operated by the provider. It is not a natural person and is not an employee, director or officer of the subscriber for employment law purposes.

6b.2 For risk-allocation and insurance purposes only, the parties agree that, to the extent the ai human performs tasks under the subscriber’s direction, the ai human’s acts and omissions will be treated as if they were the acts and omissions of a contracted employee of the subscriber, in the same way as other employees or contractors whose work is covered by the subscriber’s insurance.

6b.3 The subscriber must maintain, at its own cost, during the term:
(a) public liability insurance; and
(b) Professional indemnity (or errors and omissions) insurance,
in amounts customary for organisations of a similar size and industry, ensuring such policies respond to claims arising from the subscriber’s use of the service and ai human activities performed under the subscriber’s instructions.

6b.4 On reasonable request, the subscriber will provide certificates of currency.

6b.5 The provider maintains its own public liability, professional indemnity and cyber insurance. Nothing in this clause 6b limits or expands the provider’s liability beyond section 10.

7. INTELLECTUAL PROPERTY

7.1 The AI Human platform (software, algorithms, models, system architecture) is the intellectual property of the Provider.

7.2 The Subscriber retains ownership of all content and data provided to, or generated for, the Subscriber.

7.3 The Subscriber grants the Provider a limited, non-exclusive licence to use Subscriber data solely for the purpose of providing the Service.

7.4 The Provider grants the Subscriber a non-exclusive, non-transferable licence to use the Service during the subscription term.

8. ACCEPTABLE USE

8.1 The Subscriber must not use the Service for any unlawful purpose, to generate harmful, deceptive, defamatory or discriminatory content, or to circumvent security controls.

8.2 The Subscriber must not share account credentials with unauthorised persons.

8.3 The Subscriber must not reverse-engineer, decompile or attempt to extract the source code of the Service.

8.4 The Subscriber must not use the Service to develop a competing product.

8.5 The Provider may suspend access for breach of this section with immediate effect, pending investigation.

9. TERMINATION, UNSUBSCRIPTION AND DATA

9.1 The Subscriber may unsubscribe at any time via the subscriber portal.

9.2 Cancellation takes effect instantly at the end of the current paid subscription period (month or year). The Subscriber may continue to use the Service until that date.

9.3 Upon initiating un-subscription, the Subscriber will be offered a data-export option and will have up to the end of the subscription period to download stored data.

9.4 The Subscriber may elect to:
(a) download all data held in the Hot Desk and Specialist Folders; or
(b) confirm that all data should be permanently destroyed.

9.5 After the data-export period, the Provider will permanently destroy all Subscriber data and deactivate the AI Human instance and email address. A Data Destruction Certificate will be issued and logged in the immutable audit trail.

9.6 The Provider may terminate a Subscriber’s account for breach of these Terms with fourteen (14) days’ written notice (or immediately for security breaches or unlawful use).

9.7 Sections 5, 6A, 6B, 7, 10 and 11 survive termination.

9.8 The Subscriber may elect to create a folder in its records management system for Ai Human to store its works to maintain continuity of the availability for the data after the termination of the subscription. AI Human will have immediate / auto suspension of its access to the Subscribers records folder.

10. LIMITATION OF LIABILITY

The following provisions are fundamental to the parties’ allocation of risk. The subscriber acknowledges that it has read, understood and agrees to this section.

10.1 No warranties. To the maximum extent permitted by applicable law, the service (including all ai human outputs) is provided "as is" and "as available". The provider does not warrant that any ai human output will be accurate, complete, current or error-free.

10.2 Exclusion of indirect damages. To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, savings, goodwill, data or business interruption, arising out of or relating to the service or these terms, even if advised of the possibility of such damages.

10.3 Monetary cap. Subject to section 10.4, each party’s total aggregate liability arising out of or relating to the service and these terms in any rolling three (3) month period will not exceed an amount equal to one (1) month of subscription fees actually paid by the subscriber for the affected ai human seat(s) during that period (the "liability cap").

10.4 Exceptions to the cap. The liability cap does not apply to:
(a) The Subscriber’s payment obligations;
(b) Either party’s liability for fraud or fraudulent misrepresentation;
(c) Either party’s liability for death or personal injury caused by negligence;
(d) Either party’s liability for wilful misconduct or gross negligence;
(e) The Provider’s IP indemnification obligations (if any);
(f) Any liability which cannot be excluded or limited under applicable law.

10.5 Mandatory rights — jurisdictional savings. Nothing in these terms excludes, restricts or modifies any rights that cannot be excluded under:
(a) the Australian Consumer Law;
(b) the Unfair Contract Terms Act 1977 (UK) or Consumer Rights Act 2015 (UK);
(c) the Unfair Commercial Practices Directive (EU) or applicable member state legislation; or
(d) any other applicable law.

11. GOVERNING LAW AND DISPUTES

11.1 These Terms are governed by the laws of New South Wales, Australia.

11.2 The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

11.3 Before commencing court proceedings, the parties will attempt to resolve disputes through good-faith negotiation for a period of thirty (30) days.

11.4 If unresolved, either party may refer the dispute to mediation administered by the Australian Disputes Centre.

12. GENERAL

12.1 Amendments. The Provider may amend these Terms with thirty (30) days’ written notice. Continued use after the notice period constitutes acceptance.

12.2 Assignment. The Subscriber may not assign its rights without the Provider’s prior written consent. The Provider may assign to a successor entity.

12.3 Force Majeure. Neither party is liable for delays caused by events beyond reasonable control (natural disasters, pandemics, government actions, internet outages).

12.4 Severability. If any provision is held invalid, the remaining provisions continue in full force.

12.5 Entire Agreement. These Terms, together with the Pricing Schedule and any Order Form, constitute the entire agreement.

12.6 Notices. All notices must be in writing and sent to the email address associated with the account (Subscriber) or to support.ai@eagle888.co (Provider).

SUBSCRIBER ACCEPTANCE

☐ I have read the terms and conditions, and I do not accept the terms and conditions.

☐ I have read the terms and conditions, I accept that, a) Ai human may make mistakes; b) The provider’s maximum liability is limited to one (1) month of subscription fees; and c) I am required to designate a reporting manager and review all AI Human outputs before acting on them. and I accept these terms and conditions.