Terms of Service

TABLE OF CONTENTS

• 1. Definitions
• 2. Account Registration and Eligibility
• 3. Subscription Plans and Billing
• 4. License Grant and Restrictions
• 5. User Data and Content Ownership
• 6. AI Features and Limitations
• 7. Data Processing and Security
• 8. Confidentiality
• 9. Intellectual Property
• 10. Warranty Disclaimers
• 11. Limitation of Liability
• 12. Indemnification
• 13. Term and Termination
• 14. Dispute Resolution
• 15. General Provisions
• 16. Contact Information

1. DEFINITIONS

The following terms shall have the meanings set forth below when used in this Agreement. Capitalized terms not defined in this Section shall have the meanings ascribed to them elsewhere in this Agreement.

"Agreement" means these Terms of Service and End User License Agreement, including all schedules, exhibits, and documents incorporated by reference, as may be amended from time to time in accordance with Section 15.7.

"Authorized Users" means the individuals who are authorized by the Subscriber to access and use the Service under the Subscriber's account, including employees, contractors, and agents of the Subscriber.

"AI Features" means the artificial intelligence and machine learning capabilities provided through the Service, including but not limited to candidate-position matching, document processing, form auto-filling, proposal assistance, and compliance analysis, powered by third-party AI models.

"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

"Customer Data" means all data, content, materials, and information that the Subscriber or its Authorized Users upload, submit, store, transmit, or otherwise provide to the Service, including but not limited to candidate information, work order details, position descriptions, proposals, compliance documents, and personnel records.

"Documentation" means the user guides, help documentation, API documentation, training materials, and other instructional content made available by ComplyFormAI Corp in connection with the Service.

"Effective Date" means the date on which the Subscriber first accepts this Agreement or first accesses the Service, whichever occurs first.

"Government Forms" means federal, state, and local government forms, templates, and documents that the Service assists in populating, generating, or managing, including but not limited to PDF, DOCX, and XLSX format documents.

"Intellectual Property Rights" means all patent rights, copyrights, trademark rights, trade secret rights, rights in know-how, database rights, moral rights, and any other intellectual property rights (whether registered or unregistered) throughout the world.

"Organization" means the business entity, government contractor, staffing agency, or other legal entity that subscribes to the Service through the Subscriber's account.

"Platform" or "Service" means the ComplyFormAI software-as-a-service platform operated by ComplyFormAI Corp, accessible via web browser, including all features, functions, tools, APIs, and related services made available under the applicable Subscription Plan.

"Service Level Agreement" or "SLA" means the service availability and performance commitments set forth in the applicable Subscription Plan documentation or as separately agreed upon in writing.

"Subscriber" or "Customer" or "You" means the individual or legal entity that registers for and subscribes to the Service, and who is responsible for all use of the Service under their account.

"Subscription Plan" means the specific tier of Service selected by the Subscriber (Starter, Pro, Growth, or Enterprise), which determines the features, capabilities, usage limits, and pricing applicable to the Subscriber's use of the Service.

"Subscription Term" means the period during which the Subscriber is entitled to access and use the Service under an active Subscription Plan, as specified at the time of purchase and including any renewal periods.

"ComplyFormAI Corp" or "Company" or "We" or "Us" means ComplyFormAI Corp, the developer and operator of the ComplyFormAI platform, with its principal website at complyformai.com.

"Third-Party Services" means any third-party products, services, platforms, or integrations that interoperate with or are accessible through the Service, including but not limited to payment processors, identity providers, cloud infrastructure services, and AI model providers.

2. ACCOUNT REGISTRATION AND ELIGIBILITY

2.1 Eligibility

The Service is available exclusively to businesses, organizations, and professionals engaged in government contracting, staffing, compliance, or related activities. By registering for the Service, You represent and warrant that: (a) You are at least eighteen (18) years of age; (b) You have the legal authority to bind the Organization to this Agreement; (c) You are a duly organized and validly existing entity under the laws of your jurisdiction of formation; and (d) Your use of the Service will comply with all applicable federal, state, local, and international laws and regulations.

2.2 Account Registration

To access the Service, You must create an account by providing accurate, complete, and current registration information, including a valid business email address. You may register and authenticate using any of the supported identity providers, including Microsoft Entra ID (formerly Azure Active Directory), Google Workspace, or email-based authentication. You agree to maintain the accuracy of your registration information and to promptly update it as necessary.

2.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials, including passwords, API keys, and authentication tokens. You agree to: (a) implement reasonable security measures for all Authorized Users' access credentials; (b) immediately notify ComplyFormAI Corp of any unauthorized access to or use of your account; (c) ensure that all Authorized Users comply with this Agreement; and (d) not share account credentials or permit any unauthorized third party to access the Service through your account. You are solely responsible for all activities that occur under your account, whether or not authorized by You.

2.4 Organization Accounts

The Service operates on a multi-tenant architecture in which each Subscriber account is associated with an Organization. The individual who registers the Organization account is designated as the initial Organization Administrator. Organization Administrators may invite additional Authorized Users and assign roles and permissions within the Organization. All Customer Data is scoped to the Organization and is logically isolated from data belonging to other Organizations on the Platform. You acknowledge that the number of Authorized Users permitted under your account is subject to the limits of your Subscription Plan.

2.5 Account Verification

ComplyFormAI Corp reserves the right to verify the identity of account holders and the legitimacy of Organizations at any time. We may request additional documentation to confirm eligibility, including but not limited to business registration certificates, DUNS numbers, SAM.gov registration, or other government contractor credentials. Failure to provide requested verification within a reasonable timeframe may result in suspension or termination of the account.

3. SUBSCRIPTION PLANS AND BILLING

3.1 Subscription Plans

The Service is offered under the following Subscription Plans, each providing a defined set of features, capabilities, and usage limits:

(a) Starter Plan ($99 per month): Designed for small recruiting firms and independent government contractors. Includes core work order management, candidate tracking, position management, basic candidate-position matching, submission workflows, and up to three (3) document templates.

(b) Pro Plan ($299 per month): Designed for growing staffing agencies. Includes all Starter features plus AI-powered candidate matching, talent pools, workflow automation, unlimited document templates, and team collaboration tools.

(c) Growth Plan ($699 per month): Designed for organizations requiring compliance and staffing capabilities. Includes all Pro features plus solicitation management, proposal generation, vendor certifications, contract management, and compliance modules.

(d) Enterprise Plan ($999 per month): Designed for large organizations requiring the full platform. Includes all Growth features plus electronic signature integration, API access, single sign-on (SSO), custom branding, and audit logging.

3.2 Pricing and Payment

All Subscription Plans are billed on a monthly or annually recurring basis unless otherwise agreed in writing. Payments are processed through Stripe, Inc., our third-party payment processor. By subscribing, You authorize ComplyFormAI Corp and Stripe to charge the payment method on file for all applicable fees. All fees are stated in United States Dollars (USD) and are exclusive of applicable taxes, which shall be the Subscriber's responsibility.

3.3 Billing Cycle and Auto-Renewal

Each Subscription Term begins on the date of initial subscription and automatically renews for successive periods of equal duration (each a "Renewal Term") unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. The Subscriber may cancel auto-renewal at any time through the account settings in the Platform or by contacting customer support.

3.4 Plan Changes

Subscribers may upgrade their Subscription Plan at any time. Upgrades take effect immediately, and the Subscriber will be charged a prorated amount for the remainder of the current billing period. Downgrades take effect at the beginning of the next billing cycle. Upon downgrade, access to features not included in the lower-tier plan will be restricted, but Customer Data associated with those features will be retained for a period of ninety (90) days, during which the Subscriber may upgrade to regain access or request data export.

3.5 Taxes

All fees are exclusive of any taxes, levies, or duties imposed by taxing authorities, including without limitation value-added tax, sales tax, use tax, and withholding tax (collectively, "Taxes"). The Subscriber is responsible for paying all Taxes associated with purchases under this Agreement, excluding taxes based on ComplyFormAI Corp's net income.

3.6 Late Payment

If any payment is not received by ComplyFormAI Corp within ten (10) days after the due date, ComplyFormAI Corp may, without limiting its other rights and remedies: (a) charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less); (b) suspend or restrict the Subscriber's access to the Service until payment is received in full; and (c) pursue collection of the overdue amount, including reasonable attorneys' fees and collection costs.

3.7 Refund Policy

Subscription fees are non-refundable except as required by applicable law or as expressly provided in a separate written agreement. If the Service experiences a material, uncured breach of the SLA, the Subscriber may be entitled to service credits as specified in the applicable SLA documentation.

4. LICENSE GRANT AND RESTRICTIONS

4.1 License Grant

Subject to the terms and conditions of this Agreement and payment of all applicable fees, ComplyFormAI Corp grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Subscription Term, solely for the Subscriber's internal business purposes in connection with government contracting, staffing, and compliance operations ("Permitted Purpose"). This license extends to all Authorized Users within the Subscriber's Organization, subject to the user limits of the applicable Subscription Plan.

4.2 API Access License

For Subscribers on the Enterprise Plan, ComplyFormAI Corp additionally grants a limited license to access and use the Service's application programming interfaces (APIs) in accordance with the API Documentation. API access is subject to rate limits, authentication requirements, and usage policies as specified in the Documentation. The Subscriber shall not exceed the published rate limits or use the APIs in any manner that degrades the performance or availability of the Service for other subscribers.

4.3 Restrictions

The Subscriber shall not, and shall not permit any Authorized User or third party to:

• Copy, modify, adapt, translate, or create derivative works based on the Service or any component thereof;
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Service;
• Rent, lease, lend, sell, sublicense, distribute, or otherwise make the Service available to any third party, except as expressly permitted under this Agreement;
• Use the Service to build a competitive product or service, or to benchmark the Service against a competitive product or service;
• Remove, obscure, or alter any proprietary notices, labels, or marks on the Service or Documentation;
• Use the Service in any manner that violates applicable laws or regulations, including but not limited to export control laws, data protection laws, and anti-corruption laws;
• Introduce malicious code, viruses, worms, Trojan horses, or similar harmful components into the Service;
• Use automated means (including bots, scrapers, or crawlers) to access the Service except through the authorized APIs;
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein;
• Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service; or
• Use the Service to store, transmit, or process any content that is unlawful, defamatory, obscene, fraudulent, or that infringes the Intellectual Property Rights of any third party.

4.4 Reservation of Rights

Except for the limited license expressly granted in this Section, ComplyFormAI Corp reserves all rights, title, and interest in and to the Service, including all related Intellectual Property Rights. No rights are granted to the Subscriber by implication, estoppel, or otherwise, except as expressly set forth herein.

5. USER DATA AND CONTENT OWNERSHIP

5.1 Customer Data Ownership

As between ComplyFormAI Corp and the Subscriber, the Subscriber retains all right, title, and interest in and to all Customer Data. Nothing in this Agreement shall be construed to transfer any ownership rights in Customer Data from the Subscriber to ComplyFormAI Corp.

5.2 License to Customer Data

The Subscriber grants ComplyFormAI Corp a limited, non-exclusive, worldwide license to access, use, process, copy, store, transmit, and display Customer Data solely to the extent necessary to: (a) provide, maintain, and improve the Service; (b) prevent or address technical issues or security threats; (c) respond to Subscriber support requests; and (d) comply with applicable law or valid legal process. This license terminates upon the deletion of Customer Data or termination of this Agreement, subject to the data retention provisions of Section 13.

5.3 Aggregated and Anonymized Data

ComplyFormAI Corp may create aggregated, de-identified, or anonymized data derived from Customer Data or the Subscriber's use of the Service ("Aggregated Data"). Aggregated Data will not identify the Subscriber, any Authorized User, or any individual. ComplyFormAI Corp may use Aggregated Data for any lawful business purpose, including analytics, benchmarking, product improvement, and research, during and after the term of this Agreement.

5.4 Data Portability

The Subscriber may export Customer Data from the Service at any time during the Subscription Term using the export functionality available within the Platform. Upon written request following termination, ComplyFormAI Corp will make Customer Data available for export in a standard machine-readable format for a period of thirty (30) days. After such period, ComplyFormAI Corp may delete all Customer Data in accordance with its standard data retention policies, unless retention is required by applicable law.

5.5 Government Forms and Templates

Government Forms and templates available through the Service are provided for convenience and are sourced from publicly available government resources. ComplyFormAI Corp does not claim ownership of Government Forms themselves. The Subscriber is solely responsible for verifying the accuracy, currency, and applicability of all Government Forms to their specific requirements and for ensuring compliance with the rules and regulations of the relevant government agency.

5.6 Feedback

If the Subscriber provides suggestions, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"), ComplyFormAI Corp shall have an unrestricted, irrevocable, perpetual, royalty-free license to use, incorporate, and commercialize such Feedback in any manner without obligation to the Subscriber.

6. AI FEATURES AND LIMITATIONS

6.1 AI-Powered Features

The Service incorporates artificial intelligence features powered by third-party large language models and machine learning systems. AI Features are available based on the Subscriber's Subscription Plan and include, but are not limited to: (a) AI-powered candidate-to-position matching; (b) automated document processing and data extraction from resumes, certifications, and compliance documents; (c) form auto-filling and data mapping for Government Forms; (d) proposal writing assistance; and (e) compliance analysis and recommendations.

6.2 AI Output Accuracy

THE SUBSCRIBER ACKNOWLEDGES AND AGREES THAT AI FEATURES ARE PROVIDED ON AN "AS IS" BASIS AND THAT AI-GENERATED OUTPUT MAY CONTAIN ERRORS, INACCURACIES, OR OMISSIONS. AI Features are designed to assist and augment human decision-making, not replace it. The Subscriber shall not rely solely on AI-generated output for any material business, legal, regulatory, or compliance decisions. All AI output should be reviewed, verified, and validated by qualified human personnel before use.

6.3 No Legal, Compliance, or Regulatory Advice

The AI Features and the Service do not constitute legal advice, compliance consulting, regulatory guidance, or professional consulting of any kind. AI-generated suggestions regarding compliance, proposals, or government forms are informational only. The Subscriber is solely responsible for ensuring that all submissions, proposals, certifications, and compliance documents meet the requirements of the applicable government agency, statute, regulation, or contract.

6.4 AI Data Processing

Customer Data processed by AI Features may be transmitted to third-party AI model providers for the purpose of generating responses and output. ComplyFormAI Corp maintains data processing agreements with all third-party AI providers that require such providers to: (a) process data only as instructed by ComplyFormAI Corp; (b) implement appropriate security measures; (c) not retain Customer Data beyond the processing session; and (d) not use Customer Data to train, improve, or develop their models or services. The Subscriber consents to this processing as a necessary component of the AI Features.

6.5 AI Feature Availability

AI Features depend on third-party services and may be subject to interruptions, rate limits, usage quotas, or changes beyond ComplyFormAI Corp's control. ComplyFormAI Corp does not guarantee uninterrupted availability of AI Features and shall not be liable for any loss or damage resulting from the unavailability or degraded performance of AI Features. ComplyFormAI Corp reserves the right to modify, replace, or discontinue specific AI Features or underlying AI models with reasonable notice to Subscribers.

6.6 Subscriber Responsibilities for AI Use

The Subscriber shall: (a) not input sensitive personal information (such as Social Security numbers, financial account numbers, or protected health information) into AI Features unless specifically required by the applicable feature and disclosed in the Documentation; (b) review all AI-generated output before submission to any government agency, client, or third party; (c) maintain human oversight of all AI-assisted processes; and (d) comply with all applicable laws and regulations regarding the use of artificial intelligence in employment, government contracting, and data processing.

7. DATA PROCESSING AND SECURITY

7.1 Security Program

ComplyFormAI Corp maintains a comprehensive information security program designed to protect the confidentiality, integrity, and availability of Customer Data. Our security program is aligned with the SOC 2 Type II Trust Services Criteria and includes administrative, technical, and physical safeguards appropriate to the nature and sensitivity of the data processed. Key elements of our security program include:

• Access Controls: Role-based access control (RBAC) with least-privilege principles, multi-factor authentication, and regular access reviews;
• Encryption: Data encrypted in transit using TLS 1.2 or higher, and at rest using AES-256 encryption;
• Network Security: Firewalls, intrusion detection and prevention systems, and network segmentation;
• Monitoring and Logging: Continuous security monitoring, centralized logging, and automated alerting for suspicious activities;
• Vulnerability Management: Regular vulnerability assessments, penetration testing, and timely patching of identified vulnerabilities;
• Incident Response: Documented incident response plan with defined escalation procedures and regular testing; and
• Employee Security: Background checks, security awareness training, and confidentiality agreements for all personnel with access to Customer Data.

7.2 Infrastructure and Hosting

The Service is hosted on secure cloud infrastructure. The primary database is managed through Neon, a serverless PostgreSQL provider, which maintains SOC 2 Type II compliance and provides built-in encryption, automated backups, and point-in-time recovery. Application infrastructure leverages enterprise-grade cloud services with data centers located in the United States. All infrastructure providers are subject to vendor security assessments and maintain their own compliance certifications.

7.3 Multi-Tenant Data Isolation

The Service employs a multi-tenant architecture with strict logical data isolation. All Customer Data is associated with a unique Organization identifier, and all database queries are scoped to the authenticated Organization. The Platform enforces tenant isolation at the application layer, API layer, and database query layer to prevent unauthorized cross-tenant data access.

7.4 Authentication and Identity Management

The Service supports enterprise-grade authentication through multiple identity providers, including Microsoft Entra ID (Azure Active Directory), Google Workspace, and email-based authentication with secure password hashing. Enterprise Plan subscribers may configure Single Sign-On (SSO) with their corporate identity provider. All authentication sessions are managed with secure session tokens, automatic session expiration, and protection against common authentication attacks.

7.5 Audit Logging

For Enterprise Plan subscribers, the Service maintains comprehensive audit logs that record user activities, data access events, configuration changes, and administrative actions. Audit logs are tamper-resistant, retained for a minimum of one (1) year, and available for export. Audit logging supports the Subscriber's internal compliance, audit, and governance requirements.

7.6 Data Breach Notification

In the event of a confirmed security breach affecting Customer Data ("Security Incident"), ComplyFormAI Corp will: (a) notify affected Subscribers without unreasonable delay and in any event within seventy-two (72) hours of confirming the Security Incident; (b) provide a description of the nature of the incident, the types of data affected, and the approximate number of data subjects affected; (c) describe the measures taken or proposed to address the incident and mitigate its effects; and (d) cooperate with the Subscriber's own incident response efforts to the extent reasonably practicable.

7.7 Compliance and Certifications

ComplyFormAI Corp is committed to achieving and maintaining relevant security certifications and compliance attestations. Our current and planned compliance posture includes: (a) SOC 2 Type II readiness with formal audit planned; (b) alignment with NIST SP 800-171 controls where applicable to government contractor data; (c) compliance with applicable state and federal data protection laws; and (d) ongoing third-party security assessments. Subscribers may request a summary of our current security posture and compliance certifications by contacting security@complyformai.com.

7.8 Subscriber Security Responsibilities

The Subscriber acknowledges that security is a shared responsibility and agrees to: (a) maintain the security of all account credentials and access tokens; (b) implement appropriate access controls for Authorized Users within the Organization; (c) promptly report any suspected security incidents; (d) keep all client-side software, browsers, and operating systems up to date; and (e) comply with any security recommendations or requirements communicated by ComplyFormAI Corp.

8. CONFIDENTIALITY

8.1 Confidentiality Obligations

Each party (as "Receiving Party") agrees that it shall: (a) hold the Confidential Information of the other party (the "Disclosing Party") in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted under this Agreement; (c) use Confidential Information only for the purpose of exercising its rights or performing its obligations under this Agreement; and (d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

8.2 Permitted Disclosures

The Receiving Party may disclose Confidential Information to its employees, contractors, advisors, and agents who: (a) have a legitimate need to know such information for the purposes of this Agreement; (b) are bound by confidentiality obligations no less protective than those contained herein; and (c) are informed of the confidential nature of the information.

8.3 Exclusions

Confidential Information shall not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure without restriction; (c) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.

8.4 Compelled Disclosure

If the Receiving Party is compelled by law, regulation, or valid legal process to disclose Confidential Information, it shall: (a) provide the Disclosing Party with prompt written notice of such requirement (to the extent permitted by law); (b) cooperate with the Disclosing Party's efforts to obtain a protective order or other appropriate remedy; and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed.

8.5 Duration

The obligations of confidentiality set forth in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, or, with respect to trade secrets, for as long as such information remains a trade secret under applicable law.

9. INTELLECTUAL PROPERTY

9.1 Platform Ownership

The Service, including all software, algorithms, user interfaces, designs, architecture, documentation, and all improvements, enhancements, and derivative works thereof, is and shall remain the sole and exclusive property of ComplyFormAI Corp. The Service is protected by copyright, trade secret, patent, and other intellectual property laws of the United States and international treaties.

9.2 Trademarks

"ComplyFormAI," "StaffingEngine," "ComplyFormAI Corp," and all associated logos, product names, and service names are trademarks or registered trademarks of ComplyFormAI Corp. The Subscriber shall not use any trademark of ComplyFormAI Corp without prior written consent, except as may be reasonably necessary to refer to the Service in the normal course of business.

9.3 Open Source Components

The Service may incorporate open source software components, each of which is licensed under its respective open source license. A list of open source components and their applicable licenses is available upon request. Nothing in this Agreement limits or modifies the rights granted under any applicable open source license.

9.4 Customer Intellectual Property

The Subscriber retains all Intellectual Property Rights in Customer Data, including any proposals, compliance documents, templates, and other materials created by the Subscriber using the Service. ComplyFormAI Corp claims no ownership interest in any output generated by the Service based on Customer Data or Subscriber inputs.

10. WARRANTY DISCLAIMERS

10.1 Service Warranty

ComplyFormAI Corp warrants that the Service will perform materially in accordance with the applicable Documentation during the Subscription Term. If the Service fails to conform to this warranty, the Subscriber's sole and exclusive remedy shall be for ComplyFormAI Corp to use commercially reasonable efforts to correct the nonconformity, or, if ComplyFormAI Corp is unable to correct the nonconformity within thirty (30) days after receipt of written notice, the Subscriber may terminate this Agreement and receive a prorated refund of prepaid fees for the unused portion of the Subscription Term.

10.2 Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 10.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPLYFORMAI CORP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPLYFORMAI CORP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10.3 Government Forms Disclaimer

COMPLYFORMAI CORP MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, CURRENCY, OR SUITABILITY OF ANY GOVERNMENT FORMS OR TEMPLATES PROVIDED THROUGH THE SERVICE. THE SUBSCRIBER IS SOLELY RESPONSIBLE FOR VERIFYING ALL GOVERNMENT FORMS AND ENSURING COMPLIANCE WITH APPLICABLE GOVERNMENT REQUIREMENTS. COMPLYFORMAI CORP IS NOT A GOVERNMENT AGENCY AND IS NOT AUTHORIZED TO ACCEPT, PROCESS, OR APPROVE GOVERNMENT SUBMISSIONS.

10.4 Third-Party Services Disclaimer

COMPLYFORMAI CORP DISCLAIMS ALL WARRANTIES WITH RESPECT TO THIRD-PARTY SERVICES, INCLUDING PAYMENT PROCESSORS, IDENTITY PROVIDERS, AI MODEL PROVIDERS, AND CLOUD INFRASTRUCTURE PROVIDERS. THE SUBSCRIBER'S USE OF THIRD-PARTY SERVICES IS SUBJECT TO THE TERMS AND CONDITIONS OF THE RESPECTIVE THIRD-PARTY PROVIDERS.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF COMPLYFORMAI CORP ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY THE SUBSCRIBER TO COMPLYFORMAI CORP DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND UNITED STATES DOLLARS ($1,000.00).

11.3 Exceptions

The limitations set forth in Sections 11.1 and 11.2 shall not apply to: (a) a party's indemnification obligations under Section 12; (b) a party's breach of its confidentiality obligations under Section 8; (c) the Subscriber's payment obligations; (d) claims arising from the Subscriber's breach of the license restrictions in Section 4.3; or (e) liability that cannot be limited or excluded under applicable law.

11.4 Basis of the Bargain

The parties acknowledge that the limitations of liability in this Section reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. The pricing of the Service reflects this allocation of risk and the limitation of liability specified herein.

12. INDEMNIFICATION

12.1 Indemnification by ComplyFormAI Corp

ComplyFormAI Corp shall defend, indemnify, and hold harmless the Subscriber and its officers, directors, employees, and agents from and against any third-party claims, actions, suits, or proceedings alleging that the Subscriber's authorized use of the Service infringes or misappropriates any third party's United States patent, copyright, or trade secret rights (each, a "Claim"), and shall pay all damages, costs, and expenses (including reasonable attorneys' fees) finally awarded against the Subscriber or agreed to in settlement by ComplyFormAI Corp, provided that the Subscriber: (a) promptly notifies ComplyFormAI Corp in writing of the Claim; (b) grants ComplyFormAI Corp sole control of the defense and settlement of the Claim; and (c) provides reasonable cooperation and assistance to ComplyFormAI Corp in the defense of the Claim.

12.2 Remedies for Infringement

If a Claim is made or is reasonably likely to be made, ComplyFormAI Corp may, at its sole option and expense: (a) obtain the right for the Subscriber to continue using the Service; (b) modify the Service to make it non-infringing while maintaining substantially equivalent functionality; (c) replace the Service with a non-infringing alternative; or (d) if none of the foregoing are commercially practicable, terminate the Subscriber's access to the affected portion of the Service and provide a prorated refund of prepaid fees.

12.3 Exclusions from Indemnification

ComplyFormAI Corp shall have no indemnification obligation for Claims arising from: (a) Customer Data or other content provided by the Subscriber; (b) modifications to the Service made by or on behalf of the Subscriber; (c) use of the Service in combination with products, services, or technologies not provided by ComplyFormAI Corp; (d) use of the Service other than in accordance with this Agreement and the Documentation; or (e) use of a non-current version of the Service when a current version would have avoided the infringement.

12.4 Indemnification by Subscriber

The Subscriber shall defend, indemnify, and hold harmless ComplyFormAI Corp and its officers, directors, employees, and agents from and against any third-party claims arising from or related to: (a) the Subscriber's Customer Data; (b) the Subscriber's use of the Service in violation of this Agreement or applicable law; (c) the Subscriber's breach of any representation or warranty in this Agreement; or (d) any government audit, investigation, or enforcement action arising from the Subscriber's use of the Service in connection with its government contracting activities.

13. TERM AND TERMINATION

13.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section. The initial Subscription Term is as specified at the time of purchase and automatically renews as set forth in Section 3.3.

13.2 Termination for Convenience

Either party may terminate this Agreement for convenience by providing thirty (30) days' prior written notice to the other party. Upon termination for convenience by the Subscriber, no refund of prepaid fees shall be provided for the unused portion of the then-current Subscription Term, unless otherwise required by applicable law.

13.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach; (b) the other party becomes insolvent, files or has filed against it a petition in bankruptcy, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed for a substantial part of its assets; or (c) the other party ceases to conduct business in the normal course.

13.4 Termination by ComplyFormAI Corp

ComplyFormAI Corp may suspend or terminate the Subscriber's access to the Service immediately and without prior notice if: (a) the Subscriber's use of the Service poses a security risk to the Service or other subscribers; (b) the Subscriber's use may subject ComplyFormAI Corp to legal liability; (c) the Subscriber is in breach of Section 4.3 (License Restrictions); or (d) the Subscriber's account has been inactive for a continuous period of twelve (12) months or more.

13.5 Effects of Termination

Upon termination or expiration of this Agreement: (a) the Subscriber's license to access and use the Service shall immediately terminate; (b) the Subscriber shall cease all use of the Service and delete any locally stored copies of proprietary materials; (c) ComplyFormAI Corp shall make Customer Data available for export for a period of thirty (30) days following termination; (d) after the thirty (30) day export period, ComplyFormAI Corp may delete all Customer Data, except as required by law or for legitimate compliance purposes; and (e) all outstanding fees shall become immediately due and payable.

13.6 Survival

The following Sections shall survive any termination or expiration of this Agreement: Sections 1 (Definitions), 5 (User Data and Content Ownership), 8 (Confidentiality), 9 (Intellectual Property), 10 (Warranty Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 14 (Dispute Resolution), and 15 (General Provisions), together with any other provisions that by their nature are intended to survive.

14. DISPUTE RESOLUTION

14.1 Informal Resolution

The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate the informal dispute resolution process by providing written notice to the other party describing the Dispute and the relief sought. The parties shall use commercially reasonable efforts to resolve the Dispute within thirty (30) days of the initial notice.

14.2 Mediation

If the parties are unable to resolve a Dispute through informal negotiation within thirty (30) days, either party may initiate non-binding mediation. The mediation shall be conducted by a mutually agreed-upon mediator in accordance with the mediation rules of the American Arbitration Association (AAA). The costs of mediation shall be shared equally by the parties, with each party bearing its own attorneys' fees and costs.

14.3 Arbitration

If the Dispute is not resolved through mediation within sixty (60) days of the initial notice, either party may submit the Dispute to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator with expertise in software licensing and technology agreements. The arbitration shall take place in the state of Virginia, United States, or at such other location as the parties may mutually agree. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

14.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

14.5 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's Intellectual Property Rights, Confidential Information, or other proprietary rights, without the requirement of posting a bond or proving actual damages.

14.6 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUBSCRIBER AND COMPLYFORMAI CORP EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS.

15. GENERAL PROVISIONS

15.1 Entire Agreement

This Agreement, together with any Order Forms, schedules, and exhibits attached hereto or incorporated by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, relating to such subject matter.

15.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent, or if such modification is not possible, shall be severed from this Agreement. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions.

15.3 Waiver

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

15.4 Assignment

The Subscriber may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of ComplyFormAI Corp, which shall not be unreasonably withheld. ComplyFormAI Corp may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets without the Subscriber's consent. Any attempted assignment in violation of this Section shall be null and void.

15.5 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, or cyberattacks. The affected party shall use commercially reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as practicable.

15.6 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effective: (a) upon delivery if delivered personally; (b) upon confirmed receipt if sent by email to the email address associated with the Subscriber's account or to legal@complyformai.com; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested.

15.7 Amendments

ComplyFormAI Corp reserves the right to modify this Agreement at any time by posting a revised version on the Platform or notifying the Subscriber via email. Material changes will be communicated at least thirty (30) days prior to their effective date. The Subscriber's continued use of the Service after the effective date of any modification constitutes acceptance of the modified terms. If the Subscriber does not agree to the modified terms, the Subscriber must terminate its subscription before the effective date of the modification.

15.8 Independent Contractors

The relationship between ComplyFormAI Corp and the Subscriber is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between the parties.

15.9 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.

15.10 Export Compliance

The Subscriber acknowledges that the Service may be subject to United States export control and sanctions laws and regulations. The Subscriber shall comply with all applicable export control laws, sanctions laws, and regulations, and shall not access or use the Service from any country or territory subject to comprehensive United States sanctions, or in violation of any applicable export control restrictions.

15.11 Government End Users

If the Subscriber is a United States Government entity or if the Service is being acquired on behalf of the United States Government, the Service is provided as "Commercial Computer Software" and "Commercial Computer Software Documentation" as those terms are defined in 48 C.F.R. Section 2.101, and the use, duplication, and disclosure of the Service shall be subject to the terms of this Agreement in accordance with 48 C.F.R. Sections 12.211 and 12.212 (for civilian agencies) and 48 C.F.R. Sections 227.7202-1 through 227.7202-4 (for Department of Defense agencies).

15.12 Counterparts and Electronic Execution

This Agreement may be accepted electronically, and such electronic acceptance shall be deemed an original signature and shall be legally binding. The Subscriber's acceptance of this Agreement through the Platform's registration process or continued use of the Service constitutes a valid and enforceable electronic signature.

16. CONTACT INFORMATION

For questions, concerns, or notices regarding this Agreement or the Service, please contact ComplyFormAI Corp using the following information:

ComplyFormAI Corp
Website: complyformai.com
Email (General Inquiries): support@complyformai.com
Email (Legal): legal@complyformai.com
Email (Security): security@complyformai.com
Email (Privacy): privacy@complyformai.com

For billing inquiries, Subscribers may also contact support through the Platform's built-in help system or the account management portal.

BY CLICKING 'I AGREE,' CREATING AN ACCOUNT, OR ACCESSING OR USING THE COMPLYFORMAI PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT.