Terms of Service

Halozen, Inc. ("Halozen," "we," "us," or "our") operates the website at halozen.ai and reviews contract and project documents for construction companies. These Terms of Service ("Terms") govern your access to and use of our website, the materials we publish, and any Halozen service you use that is not covered by a separate signed agreement (collectively referred to as "Halozen Offerings"). By accessing or using the Halozen Offerings, you agree to be bound by these Terms, Halozen's Privacy Policy, and any other terms incorporated by reference.

These Terms do not alter any other written agreement you may have with Halozen regarding the Halozen Offerings. If you are using the Halozen Offerings on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. If you do not have such authority or do not agree with these Terms, you must not use the Halozen Offerings.

Paid engagements are governed by the signed engagement letter, order form or services agreement between you and Halozen (an "Engagement Agreement"). In the event of a conflict between these Terms and an Engagement Agreement, the Engagement Agreement shall prevail.

The Halozen Offerings are intended for business use. To use them, you must be at least 18 years of age or the age of legal majority in your jurisdiction.

By using the Halozen Offerings, you represent and warrant that you:

• Are at least 18 years old or of legal age in your jurisdiction.
• Have not been previously suspended or removed from the Halozen Offerings.
• Have the authority to accept these Terms.

If Halozen gives you access to an account as part of an engagement, you must:

• Provide accurate and current information.
• Maintain the security of your password and account.
• Promptly notify us of any security breaches.

You may not share your account or password with anyone else, nor may you transfer your account without our written consent.

Halozen retains all rights, title, and interest in and to the Halozen Offerings and all associated content, including logos, designs, text, graphics, and software (collectively, "Halozen Content").

If you provide suggestions, comments, or feedback regarding the Halozen Offerings ("Feedback"), you assign all rights in that Feedback to Halozen. All licenses granted to you under these Terms are conditioned upon your compliance with these Terms. Unauthorized use of the Halozen Offerings is strictly prohibited.

You retain all rights in the documents and other content you send us. The section "Your Documents" explains how we handle them. Rights in the reports and registers we deliver under an engagement are set out in the Engagement Agreement.

Halozen grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Halozen Offerings and Halozen Content in accordance with these Terms. This license may be terminated by Halozen at any time for any reason.

You may not:

• Share, sell, or distribute the Halozen Offerings without authorization.
• Copy, modify, or create derivative works from the Halozen Offerings or Halozen Content.
• Use data mining or similar methods to extract data from the Halozen Offerings.
• Transmit any harmful software or engage in illegal activities through the Halozen Offerings.

"Your Documents" means the contracts, specifications, drawings, correspondence and other project documents you send us.

You grant Halozen a limited, non-exclusive, non-transferable license to use Your Documents only to provide the services you have asked for. This license ends when the engagement ends.

In handling Your Documents, Halozen:

• Keeps them confidential and does not share them with any other customer.
• Holds them separately from every other customer's documents.
• Does not use them to train anything another customer benefits from.
• Does not publish them, display advertising alongside them, or make them available to search engines.
• Returns or deletes them when the engagement ends, as set out in the Engagement Agreement.

Our service providers may host Your Documents on our behalf, under confidentiality obligations no less protective than these Terms.

You confirm that you have the right to share Your Documents with us for this purpose.

Halozen reviews contract and project documents and reports what they require, where each requirement comes from, and what would show it has been met. Halozen is not a law firm and does not provide legal advice. Our findings support your team's decisions and are not a substitute for advice from your own counsel.

Your team decides whether and how to act on any finding, including whether to give any notice or make any claim. Halozen does not communicate with your client, subcontractors or any other party on your behalf.

Halozen may process personal data on behalf of the customer as part of providing services. The processing of personal data shall be governed by a Data Processing Agreement (DPA) or similar legal instrument, available on request, as required by applicable data protection laws, including the General Data Protection Regulation (GDPR).

Halozen implements appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, and destruction. Details of these measures are available on request under a non-disclosure agreement, and in the DPA where one is in place.

Halozen supports the customer in fulfilling data subject rights, including the right to access, rectify, and delete personal data. Any requests from data subjects will be promptly forwarded to the customer for handling in accordance with applicable data protection laws.

Halozen may change the features and content of the Halozen Offerings from time to time. Changes to a paid engagement are made only as set out in the Engagement Agreement.

If Halozen introduces any new features, we will inform you about any extra terms or different agreements that apply before you activate these features. When you activate these features in your account, it means you agree to those extra terms or agreements. However, no extra terms will allow Halozen to use or access your personal data beyond what is specified in these Terms of Service and the DPA.

If personal data is transferred outside the European Economic Area (EEA) or to countries not recognized by the European Commission as having adequate data protection standards, Halozen will ensure such transfers comply with GDPR requirements. This may include using Standard Contractual Clauses (SCCs) or other GDPR-compliant mechanisms.

Customer agrees not to export or re-export Halozen services, software, or related materials in violation of applicable export control laws and regulations, including but not limited to those imposed by the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other relevant U.S. or foreign agency or authority.

As defined in FAR section 2.101, Halozen software and documentation are considered "commercial items." In accordance with DFAR section 252.227-7014(a)(1) and (5), they are categorized as "commercial computer software" and "commercial computer software documentation." Government use, modification, reproduction, release, performance, display, or disclosure of such commercial software or documentation by the U.S. Government will be governed solely by the terms of this Agreement. Any such actions will be prohibited except to the extent expressly permitted by the terms of this Agreement.

The Halozen Offerings may include links to third-party websites and services, such as our scheduling provider. We do not control or endorse this third-party content and are not responsible for its accuracy or legality. Use of third-party content is at your own risk, and you should review any applicable third-party terms.

THE HALOZEN OFFERINGS AND CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. HALOZEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE HALOZEN OFFERINGS WILL BE UNINTERRUPTED OR ERROR-FREE.

EXCEPT AS OTHERWISE SET OUT IN AN ENGAGEMENT AGREEMENT, IN NO EVENT SHALL HALOZEN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE HALOZEN OFFERINGS. THE MAXIMUM LIABILITY OF HALOZEN SHALL NOT EXCEED $100.00.

Halozen reserves the right to terminate your access to the Halozen Offerings at any time, without notice, for any reason. Following termination, you must cease all use of the Halozen Offerings.

The following sections will survive termination: "Eligibility and Accounts," "Intellectual Property Rights," "License to Use Halozen Offerings," "Your Documents," "Our Reviews Are Not Legal Advice," "Disclaimer of Warranties," "Limitation of Liability," and "Governing Law."

These Terms shall be governed by the laws of the State of California. You agree to submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, for any disputes arising out of these Terms.

Nothing in these Terms shall create any partnership, joint venture, employment, or agency relationship between you and Halozen. Neither party may bind the other, and there are no third-party beneficiaries to these Terms.

You may not assign these Terms or any of your rights without Halozen's prior written consent. Halozen may assign these Terms without your consent to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in effect.

Halozen's failure to enforce any right under these Terms does not constitute a waiver of that right.

Your access to and use of the Halozen Offerings is governed by our Privacy Policy.

Halozen may update these Terms from time to time without prior notice. The most recent version will be posted on our website. Continued use of the Halozen Offerings after any changes constitutes acceptance of the updated Terms.