Thank you for using the Contractsmart.ai website and associated services (“Services”). These Terms of Use (“TOU” or “Terms”) contain the terms under which Contractsmart.ai provides Services to you and describe how the Services may be accessed and used.

You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services. If you don’t agree to any portion of the Terms, or the Terms as a whole, please discontinue the use of the Services in any form.

If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such cases, “you” and “your” will refer to that organization.

Fees and Payments

1.1. Fees for Services

You agree to pay to Contractsmart.ai any fees for each Service you purchase or use in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select at the time of purchase. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

1.2. Subscriptions

Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on which subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal from the Account Settings page of your Contractsmart.ai account. While we will be sad to see you go, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. Contractsmart.ai does not provide refunds for unused portions of a Subscription period for cancellations within that Subscription period.

1.3. Taxes

Unless otherwise stated, you are responsible for any taxes (other than Contractsmart.ai’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay Contractsmart.ai for the Services without any reduction for Taxes.

1.4. Price Changes

Contractsmart.ai may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Contractsmart.ai will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.

Privacy

2.1. Privacy

In the course of using the Services, you may submit content to Contractsmart.ai including personal data, company data, work product, and information related to your business development and market research (“Content”). We know that by storing your Content on Contractsmart.ai, you are trusting us to treat it appropriately. Contractsmart.ai’s Privacy Policy, together with any Service-specific data use policies, privacy statements and privacy notices (collectively, “privacy policies”), detail how we treat your Content and personal data and we agree to adhere to those privacy policies.

2.2. Confidentiality

Contractsmart.ai will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including our privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is already or becomes public (other than through breach of these Terms by Contractsmart.ai); (b) was lawfully known to Contractsmart.ai before receiving it from you; (c) is received by Contractsmart.ai from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by Contractsmart.ai without reference to your Content.

2.3. Your Content

You retain ownership of all of your intellectual property rights in your Content. Contractsmart.ai does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.

Contractsmart.ai IP

3.1. Contractsmart.ai IP

Neither these Terms nor your use of the Services grants you ownership of the Services or the information you access through the Services (other than your Content). These Terms do not grant you any right to use Contractsmart.ai’s trademarks or other brand elements.

Government Information Sources

4.1. Government Data

Contractsmart.ai Services involve the display of information made publicly available by the government through a variety of sources. This data is not owned by Contractsmart.ai or created by Contractsmart.ai. Such information is the sole responsibility of the entity that makes it available, and the completeness and accuracy of that information as represented in Contractsmart.ai’s Services is entirely dependent on the completeness and accuracy of the original government sources. Contractsmart.ai cannot be held liable for inaccuracies in, and will not modify, the information obtained from those government sources based on the request of a site visitor or user of the Services.

4.2. Federal Forecast, Opportunity, and Award Data Sources

Contractsmart.ai data comes from a number of public federal government sources. Federal Forecast data is obtained from Commerce.gov, GSA.gov, NASA.gov, DHS.gov, and USAID.gov every 24 hours. Federal contract opportunity data is obtained from Sam.gov (previously FBO.gov) and its associated feeder sites, and updated every 15 minutes. Federal grant opportunity data is obtained from grants.gov and updated every 24 hours. Federal contract award data is obtained from FPDS.gov and Sam.gov and is updated every 24 hours. Federal grant award data is obtained from usaspending.gov and is updated every 24 hours. Federal subcontract award data is obtained from usaspending.gov and is updated every 24 hours. Contractsmart.ai also references the GAO’s protest docket and uses several agency-specific sources and public APIs to add additional information to the Services.

4.3. Federal Vendor Registration Data

Vendor information on Contractsmart.ai comes from the System for Award Management (SAM.gov), which is where companies that sell to the government are required to register their business information. Vendor data is updated daily using a Public Data Package file provided by SAM.gov per the Freedom of Information Act (FOIA). Contractsmart.ai’s policy is full transparency regarding companies that are registered to do business with the federal government via contracts or grants. As such, Contractsmart.ai publishes everything that is in SAM.gov’s Public Data Package file. Information about the Public Data Package file can be found by going to SAM.gov and clicking on the Data Access tab. The daily file can be found about halfway down the page (in a box titled “Daily File”). If any company information is incorrect and needs to be updated for other reasons, Contractsmart.ai recommends that a company representative update the SAM.gov profile. Changes will flow through to Contractsmart.ai once they make it into the Public Data Package file.

4.4. State and Local Opportunity Data Sources

Contractsmart.ai data comes from a variety of available public, state and local sources. Every state has their own unique site(s) and systems to store this information. The data is obtained and updated from the sources every 24 hours. The sources for each state available in Contractsmart.ai can be found below:

| State | Source |

| — | — |

| Alabama | AlabamaBuys.gov |

| Arkansas | Arkansas buy |

| California | Cal eProcure |

| Colorado | Colorado Vendor Self Service (VSS) |

| Connecticut | CTsource Bid Board |

| Florida | My Florida Marketplace |

| Georgia | Georgia Procurement Registry |

| Idaho | State of Idaho eProcurement System |

| Illinois | Illinois BidBuy |

| Kansas | Kansas eSupplier |

| Kentucky | Kentucky Vendor Self Service (VSS) |

| Maine | Maine Vendor Self Service (VSS) |

| Maryland | eMaryland Marketplace Advantage (eMMA) |

| Massachusetts | Mass CommBuys |

| Michigan | Michigan Sigma |

| Minnesota | Minnesota Supplier Systems |

| Mississippi | MS.gov |

| Missouri | https://missouribuys.mo.gov/bidboard |

| Nebraska | https://das.nebraska.gov/ |

| Nevada | Nevada ePro |

| New Jersey | NJ Start.gov |

| New Hampshire | New Hampshire Statewide Bids and Proposals |

| New York | NY State Contract Reporter |

| North Carolina | NC eVP (electronic vendor portal) |

| North Dakota | ND.Gov |

| Ohio | OhioBuys |

| Oklahoma | https://oklahoma.gov |

| Oregon | OregonBuys.gov |

| Pennsylvania | PA eMarketplace |

| Rhode Island | Rhode Island Bidding Opportunities |

| South Carolina | SC Procurement System |

| Texas | TX Smart Buy |

| Vermont | Vermont Business Registry Open Bids |

| Virginia | eVA |

| Washington State | WEBS |

| West Virginia | WV OASIS |

Account Management

5.1. Keep Your Password Secure

If you have been issued an account by Contractsmart.ai in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Contractsmart.ai, are responsible for any activity occurring in your account (other than activity that Contractsmart.ai is directly responsible for which is not performed in accordance with the Customer’s instructions or activities), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Contractsmart.ai immediately.

5.2. Account Usage

User logins to access the Contractsmart.ai website may be used by one individual per unique login, and may not be

shared between individuals without the express written consent of Contractsmart.ai. Access to Contractsmart.ai website or API may be revoked if any account is found to be in violation of this policy. We reserve the right to monitor logins and usage of the site to ensure compliance with this policy.

Miscellaneous

6.1. Modification of the Terms

Contractsmart.ai may update the Terms from time to time. We’ll notify you about material changes to these Terms by emailing you or by posting a notice on our site before the changes are effective. If you don’t agree to the updated Terms, you should stop using the Services. Your continued use of the Services after the effective date of the updated Terms will constitute your acceptance of the updated Terms.

6.2. Termination

You may stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if you’re in breach of these Terms, or if using the Services could cause a risk of harm or loss to us or other users. We will provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export your Content from our Services. If after such notice you fail to take the steps we ask of you, we will terminate or suspend your access to the Services.

We won’t provide notice before termination where:

(a) you are in material breach of these Terms;

(b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users; or

(c) we are prohibited from doing so by law.

Upon termination, you lose the right to access or use the Services. The following provisions will survive termination: Sections 1.2, 1.3, 1.4, 2, 3, 4, 5.2, 6.2, and 7.

6.3. Misuse of Services You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide. You may not circumvent or attempt to circumvent any limitations that Contractsmart.ai imposes on your account. This includes creating multiple user accounts to circumvent the two-week free trial limitation, or by modifying cookies or other system information to circumvent the anonymous page views limitation.

6.4 Automated Decision Making and Profiling Prohibited Contractsmart.ai recognizes the significance of protecting individuals from automated decision-making processes, including profiling, which can significantly affect them. This section outlines our commitment to upholding these protections. Automated decision-making refers to decisions made about individuals that are solely based on automated processes without human intervention. Profiling involves automated processing of personal data to evaluate certain personal aspects of an individual, particularly to analyze or predict aspects concerning that individual’s performance at work, economic situation, health, personal preferences, interests, reliability, behavior, location, or movements. Contractsmart.ai strictly prohibits the use of personal data in automated decision-making processes, including profiling, in a way that produces legal effects concerning the individual or similarly significantly affects them. This includes, but is not limited to, decisions that may lead to the exclusion or discrimination of individuals.

6.5. Programmatic Exploitation Unless authorized by Contractsmart.ai in writing, you may not probe, scan, or test the vulnerability of any Contractsmart.ai system or network. You may not deny others access to, or reverse engineer, the Services, or attempt to do so. You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.

6.6. Abusive and Excessive Usage You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. This includes using automated methods for scraping Contractsmart.ai data, excessively downloading Contractsmart.ai site content (especially for the purposes of mass emailing people using any contact information available on Contractsmart.ai). Contractsmart.ai will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Contractsmart.ai, however we reserve the right to terminate your account and block you from further usage without notice or a refund of any payments made.

6.7 Intellectual Property You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.

6.8 Resale of Information or Services Unless authorized by Contractsmart.ai in writing, you may not resell or lease the Services or any analytical information extracted from Contractsmart.ai. Further, you may not leverage a Subscription to Contractsmart.ai to provide services similar to the Services provided by Contractsmart.ai to other individuals who are not Contractsmart.ai subscribers. This includes forwarding email notifications, allowing others to use your login information, or otherwise leveraging Contractsmart.ai’s intellectual property or Services to sell your own services, without obtaining prior authorization from Contractsmart.ai.

Suspension and Termination of Services

7.1. By You If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating the Agreement for our breach and have so notified us in writing, or unless a refund is required by law.

7.2. By Contractsmart.ai Contractsmart.ai may limit, suspend, or stop providing the Services to you if you fail to comply with these Terms (such as a failure to pay fees when due), or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. Contractsmart.ai may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we suspend or terminate the Services you receive, we will endeavor to give you advance notice but are under no obligation to do so. Contractsmart.ai has no obligation to retain your Content upon termination of the applicable Service.

7.3. Further Measures If Contractsmart.ai stops providing the Services to you because you repeatedly or egregiously breach these Terms, Contractsmart.ai may take measures to prevent the further use of the Services by you, including blocking your IP address.

Changes and Updates

8.1. Changes to Terms Contractsmart.ai may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. Any changes will be posted to the location at which those terms appear. Contractsmart.ai may also provide notification of changes on the website, the Contractsmart.ai blog, or via email. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Contractsmart.ai to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.

8.2. Changes to Services Contractsmart.ai constantly changes and improves the Services. Contractsmart.ai may add, alter, or remove functionality from a Service at any time without prior notice. Contractsmart.ai may also limit, suspend, or discontinue a Service at its discretion. If Contractsmart.ai discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. Contractsmart.ai may remove information from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.

Disclaimers and Limitations of Liability

9.1. Disclaimers: While it is in Contractsmart.ai’s interest to provide you with a great experience when using the Services (and we love to please our customers), there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. Except as expressly provided in these terms and to the extent permitted by applicable law, the services are provided “as is” and Contractsmart.ai does not make warranties of any kind, express, implied, or statutory.

9.2. Exclusion of Certain Liability To the extent permitted by applicable law, Contractsmart.ai, its affiliates, officers, employees, agents, suppliers, and licensors will not be liable for any indirect, consequential, special, incidental, punitive, or exemplary damages whatsoever, including damages for lost profits, loss of use, loss of data, arising out of or in connection with the services and these terms, and whether based on contract, tort, strict liability, or any other legal theory, even if Contractsmart.ai has been advised of the possibility of such damages and even if a remedy fails of its essential purpose.

9.3. Limitation of Liability To the extent permitted by applicable law, the aggregate liability of each of Contractsmart.ai, its affiliates, officers, employees, agents, suppliers, and licensors arising out of or in connection with the services and these terms will not exceed the greater of: (a) the amounts paid by you to Contractsmart.ai for use of the services at issue during the 3 months prior to the event giving rise to the liability; and (b) US$20.00.

9.4. Consumers We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.

9.5. Businesses If you are a business, you will indemnify and hold harmless Contractsmart.ai and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your use of the Services or a breach of these Terms, to the extent that such liabilities, damages and costs were caused by you.

Contracting Entity

10.1. Who you are contracting with Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, Contractsmart.ai.

10.2. Contractsmart.ai For any Service provided by Contractsmart.ai, the following provisions will apply to any terms governing that Service: Contracting Entity. References to “Contractsmart.ai”, “we”, “us”, and “our” are references to Contractsmart.ai Inc., located at 8180 Woodland Center Blvd, Suite #2, Tampa, FL 33614, USA. Governing Law. Those terms are governed by the laws of the Commonwealth of Florida (without regard to its conflict of laws provisions). Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in Tampa, Florida and or Tallahassee, Florida and the federal courts located in Florida with respect to the subject matter of those terms.

Other Terms

11.1. Assignment You may not assign these Terms without Contractsmart.ai’s prior written consent, which may be withheld in Contractsmart.ai’s sole discretion. Contractsmart.ai may assign these Terms at any time without notice to you.

11.2. Entire Agreement These Terms (including the Additional Terms) constitute the entire agreement between you and Contractsmart.ai, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.

11.3. Independent Contractors

The relationship between you and Contractsmart.ai is that of independent contractors, and not legal partners, employees, or agents of each other.

11.4. Interpretation The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.

11.5. No Waiver A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.

11.6. Precedence To the extent any conflict exists, the Additional Terms prevail over this TOU with respect to the Services to which the Additional Terms apply.

11.7. Severability If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.

11.8. Third Party Beneficiaries There are no third party beneficiaries to these Terms.