Terms Of Service

HAZEL AI TECHNOLOGIES INC PLATFORM TERMS OF USE

VERSION 1.0
LAST REVISED: OCTOBER 2, 2025

1. ACCOUNTS AND USER AUTHORIZATION

1.1 Account Creation

In order to use the Platform, you must register for an account ("Account") and provide certain information as prompted by the registration form.

You represent and warrant that:

• (a) all required registration information you submit is truthful and accurate;
• (b) you will maintain the accuracy of such information;
• (c) you have the authority to use the Platform for procurement-related purposes on behalf of your organization (if applicable); and
• (d) your use of the Platform complies with all applicable procurement laws, regulations, and your organization's policies.

You may delete your Account at any time by following the instructions on the Platform or by contacting support. Company may suspend or terminate your Account in accordance with Section 9.

1.2 Account Responsibilities

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

1.3 Demo and Trial Accounts

Demo and trial accounts are provided for evaluation purposes only and may have limited functionality, storage capacity, or time restrictions. Company reserves the right to terminate demo or trial accounts at any time.

2. PLATFORM SERVICES AND ACCESS

2.1 Description of Services

The Platform provides tools for government procurement professionals, including but not limited to:

• Searching for and discovering vendors and suppliers
• Creating, editing, and managing Requests for Proposals (RFPs)
• Drafting and editing scopes of work
• Searching and organizing procurement-related documents
• Accessing vendor information and market intelligence

2.2 License Grant

Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to access and use the Platform for professional procurement purposes in connection with your governmental or organizational duties. This license includes the right to:

• Search vendor databases and export results for procurement purposes
• Create, edit, and download RFPs and scopes of work
• Upload, search, and manage your procurement documents
• Use Platform tools to support legitimate procurement activities

2.3 License Restrictions

The rights granted to you in these Terms are subject to the following restrictions:

• (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform;
• (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform;
• (c) you shall not access the Platform to build a similar or competitive service;
• (d) you shall not use the Platform to engage in bid rigging, collusion, or any anti-competitive practices prohibited by law;
• (e) you shall not scrape, data mine, or use automated tools to extract vendor data except as explicitly permitted by Platform features; and
• (f) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means beyond what is necessary for legitimate procurement activities.

2.4 Vendor Information Disclaimer

The Platform provides access to vendor and supplier information compiled from various sources. Company makes no representations or warranties regarding the accuracy, completeness, currentness, or reliability of vendor information. You are solely responsible for:

• Conducting your own due diligence on any vendors
• Verifying vendor credentials, certifications, and capabilities
• Ensuring vendor compliance with applicable procurement requirements
• Making independent procurement decisions

Access to vendor information through the Platform does not constitute an endorsement, recommendation, or certification of any vendor by Company.

2.5 Modification and Availability

Company reserves the right, at any time, to modify, suspend, or discontinue the Platform (in whole or in part) with or without notice to you. For demo and trial users, Company may provide limited or no notice. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform or any part thereof.

2.6 Support

Demo and trial users may receive limited or no technical support. Support availability and response times are not guaranteed under these Terms. Users with separate service agreements should refer to those agreements for support terms.

2.7 Ownership

Excluding User Content (defined below), you acknowledge that all intellectual property rights in the Platform and its content are owned by Company or Company's licensors. Neither these Terms nor your access to the Platform transfers any rights, title, or interest in such intellectual property, except for the limited access rights in Section 2.2. There are no implied licenses granted under these Terms.

2.8 Feedback

If you provide Company with any feedback or suggestions regarding the Platform ("Feedback"), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and exploit such Feedback in any manner it deems appropriate. Company will treat Feedback as non-confidential and non-proprietary. You agree not to submit any information or ideas that you consider confidential or proprietary.

3. USER CONTENT AND DATA

3.1 Definition and Responsibility

"User Content" means any information, documents, data, and content that you submit to, upload to, or create using the Platform, including but not limited to:

• RFPs and solicitation documents
• Scopes of work and specifications
• Procurement documents and records
• Notes, comments, and annotations
• Search queries and saved searches

You are solely responsible for your User Content. You assume all risks associated with your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party.

3.2 Data Ownership

You retain all ownership rights in your User Content. Nothing in these Terms transfers ownership of your User Content to Company. For government users, this includes User Content that may be subject to public records laws or other regulatory requirements.

3.3 Limited License to Company

You grant Company a limited, non-exclusive, royalty-free license to host, store, process, display, and transmit your User Content solely to the extent necessary to provide the Platform services to you. This license includes the right to:

• Store and backup your User Content
• Process your User Content through Platform features (including AI/ML tools, if applicable)
• Display your User Content back to you through the Platform interface
• Make temporary copies necessary for technical operation

This license terminates when you delete your User Content or terminate your Account, except that Company may retain copies as required by law or for legitimate business purposes (such as backup archives) for a reasonable period.

3.4 Data Security and Confidentiality

Company will implement reasonable security measures to protect your User Content. However, no system is completely secure, and Company cannot guarantee absolute security.

4. ARTIFICIAL INTELLIGENCE AND AUTOMATED TOOLS

The Platform may include artificial intelligence and machine learning features. You acknowledge that:

• AI-generated outputs are provided for informational purposes and should be reviewed by qualified professionals
• Company does not guarantee the accuracy of AI-generated content
• You are responsible for reviewing and verifying all AI-generated content before use
• AI features may be modified or discontinued at any time

5. ACCEPTABLE USE

5.1 Prohibited Activities

You agree not to engage in any of the following prohibited activities:

• Using the Platform for any unlawful purpose or in violation of applicable laws
• Attempting to interfere with or disrupt the Platform or servers
• Circumventing or attempting to circumvent any security measures
• Using the Platform to transmit malware, viruses, or harmful code
• Impersonating another person or entity
• Sharing Account credentials with unauthorized users

5.2 Procurement-Specific Prohibitions

You agree not to use the Platform to:

• Engage in bid rigging, collusion, or other anti-competitive practices
• Violate conflict of interest requirements
• Circumvent required procurement procedures
• Falsify vendor information or certifications

6. DISCLAIMER OF WARRANTIES

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT ON THE PLATFORM.

COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING VENDOR INFORMATION, INCLUDING VENDOR CERTIFICATIONS, CAPABILITIES, PAST PERFORMANCE, OR ELIGIBILITY FOR GOVERNMENT CONTRACTS.

7. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM
• ANY CONTENT OBTAINED FROM THE PLATFORM
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT
• ANY PROCUREMENT DECISIONS MADE BASED ON PLATFORM INFORMATION
• ANY VENDOR RELATIONSHIPS OR CONTRACTS RESULTING FROM PLATFORM USE
• ANY ERRORS OR OMISSIONS IN VENDOR INFORMATION
• ANY LOSS OF OR DAMAGE TO YOUR ACCOUNT OR USER CONTENT

THIS LIMITATION APPLIES EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION (CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE).

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIVE HUNDRED US DOLLARS ($500). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS. ACCESS TO, AND USE OF, THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Company (and its officers, directors, employees, agents, and affiliates) from and against any and all claims, liabilities, damages, losses, costs, expenses (including reasonable attorneys' fees), arising from or relating to:

• (a) your use or misuse of the Platform;
• (b) your User Content;
• (c) your violation of these Terms;
• (d) your violation of applicable laws or regulations, including procurement laws;
• (e) your violation of any third-party rights, including intellectual property rights;
• (f) your procurement decisions or vendor selections based on Platform information; or
• (g) any disputes between you and vendors identified through the Platform.

Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate with Company's defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

9. TERM AND TERMINATION

9.1 Term

These Terms remain in effect while you use the Platform. Demo and trial accounts may have specified time limits.

9.2 Termination by You

You may terminate your Account at any time by following the instructions on the Platform or by contacting support at contact@hazelai.com.

9.3 Termination by Company

Company may suspend or terminate your Account at any time, for any reason or no reason, including if:

• You violate these Terms
• You engage in prohibited procurement practices
• Your Account remains inactive for an extended period
• Company discontinues the Platform or demo/trial program
• Company believes your continued access poses a security or legal risk

9.4 Effect of Termination

Upon termination:

• Your right to access and use the Platform immediately ceases
• Company may delete your User Content in accordance with Section 3.7
• Sections 2.7, 2.8, 3.3 (to the extent necessary), 4, 5.4, 6, 7, 8, and 10 survive termination

Company will not be liable for any termination of your Account or deletion of your User Content.

10. GENERAL PROVISIONS

10.1 Changes to Terms

Company may revise these Terms from time to time. If we make material changes, we will notify you by:

• Sending an email to the address associated with your Account (if provided), and/or
• Posting a prominent notice on the Platform.

Continued use of the Platform after notice of changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform.

10.2 Governing Law and Venue

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. Any disputes arising from these Terms will be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, except that government entities may be subject to jurisdiction requirements under their applicable law.

10.3 Compliance with Laws

You agree to comply with all applicable laws and regulations in your use of the Platform, including:

• Federal, state, and local procurement laws and regulations
• Federal Acquisition Regulation (FAR) and agency-specific supplements (if applicable)
• State and local procurement codes
• Anti-corruption and anti-bribery laws
• Export control laws and regulations
• Data protection and privacy laws

10.4 Export Controls

The Platform may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of U.S. export laws or regulations.

10.5 California Users

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

10.6 Electronic Communications

Communications between you and Company use electronic means. You:

• (a) consent to receive communications from Company in electronic form; and
• (b) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Company provides electronically satisfy any legal requirement for written communications.

10.7 Entire Agreement

These Terms constitute the entire agreement between you and Company regarding use of the Platform (except for users with separate written agreements with Company). Our failure to exercise any right or provision is not a waiver. Section titles are for convenience only. "Including" means "including without limitation." If any provision is invalid or unenforceable, it will be modified to be valid and enforceable to the maximum extent permitted by law, and other provisions remain in effect.

10.8 Assignment

You may not assign, transfer, or delegate these Terms or your Account without Company's prior written consent. Any attempted assignment in violation of this provision is void. Company may freely assign these Terms. These Terms bind permitted assignees.

10.9 Independent Contractors

Your relationship with Company is that of independent contractors. Neither party is an agent, partner, or joint venture of the other.

10.10 Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles, except that the Federal Arbitration Act governs arbitration provisions.

10.11 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

11. COPYRIGHT AND INTELLECTUAL PROPERTY

11.1 Copyright Policy

Company respects intellectual property rights. We have adopted a policy for terminating users who repeatedly infringe copyrights. If you believe material on the Platform infringes your copyright, provide our Copyright Agent with written notification including:

• Your physical or electronic signature
• Identification of the copyrighted work(s) claimed to be infringed
• Identification of the allegedly infringing material and its location on the Platform
• Your contact information (address, telephone, email)
• A statement that you have a good faith belief that use of the material is not authorized
• A statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the copyright owner

Note: Pursuant to 17 U.S.C. § 512(f), misrepresentations in copyright notifications may subject the complaining party to liability for damages, costs, and attorneys' fees.

11.2 Trademark Information

Copyright ©2025 Hazel AI Technologies. All rights reserved. All trademarks, logos, and service marks displayed on the Platform are the property of Company or third parties. You may not use these marks without prior written consent from Company or the applicable third party.

12. CONTACT INFORMATION