XPEDITE TERMS OF SERVICE

These Terms of Service (“Terms”) constitute a legally binding agreement between you and Kleos Technology LLC (“Kleos,” “we,” “us,” or “our”) governing your access to and use of Xpedite, including its website, platform, applications, communications, and related services collectively referred to as the “Services.”

By creating an account, accepting these Terms, purchasing a subscription, joining an organization workspace, or otherwise accessing or using the Services, you agree to these Terms.

If you use the Services on behalf of a company, organization, or other entity, you represent that you have authority to bind that entity. In that case, “you” and “your” include that entity.

If you do not agree to these Terms, do not use the Services.

1. The Services

Xpedite is a government-contracting business-development and decision-support platform.

The Services may include features that:

• Create and maintain company profiles
• Analyze company capabilities and contracting interests
• Identify potentially relevant solicitations or opportunities
• Rank or score potential matches
• Generate explanations, summaries, classifications, or recommendations
• Allow users to save, organize, track, or disregard opportunities
• Support collaboration within organization workspaces
• Provide other government-contracting research and workflow functionality

Kleos may add, modify, replace, suspend, or discontinue features as the Services evolve.

2. Business Use and Authority

The Services are intended primarily for businesses, organizations, and individuals acting in a professional or commercial capacity.

You represent that:

• You are legally capable of entering into these Terms
• The information you provide is accurate and complete
• You have authority to act for any organization you represent
• Your use of the Services will comply with applicable laws, contracts, and organizational requirements

3. Accounts

You may need an account to access some or all of the Services.

You agree to:

• Provide accurate registration information
• Keep account information reasonably current
• Maintain the confidentiality of your credentials
• Use reasonable measures to protect your account
• Restrict access to authorized individuals
• Promptly notify Kleos of suspected unauthorized use

You are responsible for activity conducted through your account except to the extent directly caused by Kleos’s failure to exercise reasonable care.

Accounts may not be shared with individuals who have not been authorized to access the Services under the applicable subscription or organization workspace.

4. Organization Workspaces

Users may create, join, or participate in organization workspaces.

Content and activity within an organization workspace may be accessible to authorized members of that organization. Organization owners and authorized administrators may manage membership and shared content.

Depending on available functionality:

• Kleos administrators may delete users or profiles
• Organization owners may delete their organization, delete profiles they created, and remove organization members
• Individual users may delete their own accounts and profiles they created

If you join an organization workspace, you acknowledge that the organization may control your access to workspace content. Removal from an organization may result in loss of access to information associated with that workspace.

Disputes between an organization and its users concerning ownership, authority, employment, access, or internal use of organization content are the responsibility of the organization and its users.

5. Artificial Intelligence and Automated Analysis

The Services may use artificial intelligence, machine learning, semantic analysis, proprietary algorithms, and automated systems.

These technologies may be used to:

• Analyze company information
• Analyze solicitations and opportunities
• Generate or improve company profiles
• Calculate match scores
• Explain potential matches
• Generate summaries or recommendations
• Classify or organize information
• Support other requested functionality

Information submitted to Xpedite may be processed by Kleos or by AI service providers solely to provide, maintain, secure, or improve requested Xpedite functionality.

Customer data submitted through Xpedite is not used by Kleos to train general-purpose Kleos models. Kleos does not authorize third-party AI providers to use customer data submitted through Xpedite to train their general-purpose foundation models.

6. Decision-Support Only

Xpedite is a decision-support tool. It is not a substitute for professional judgment, legal advice, accounting advice, procurement advice, compliance advice, cybersecurity advice, or independent review.

Xpedite does not guarantee:

• Identification of every relevant opportunity
• Completeness, accuracy, or timeliness of opportunity information
• Accuracy of AI-generated or automated outputs
• That an opportunity is suitable for your organization
• Eligibility for any contract, solicitation, set-aside, program, or award
• Compliance with solicitation requirements
• Success in preparing or submitting a response
• Selection for an award
• Receipt of revenue or other business results
• Continued availability of any government or third-party data source

Matching scores, classifications, explanations, recommendations, and summaries are estimates and may contain errors or omissions.

You are responsible for:

• Reviewing all results
• Confirming deadlines and requirements
• Reviewing the official solicitation and related amendments
• Confirming your organization’s eligibility
• Determining whether to pursue an opportunity
• Obtaining professional advice where appropriate
• Making all final business, legal, compliance, proposal, and contracting decisions

You should rely on authoritative government sources and official solicitation documents for final information.

7. Government and Third-Party Information

The Services may collect, analyze, organize, summarize, or display information obtained from:

• Government websites and procurement systems
• Public databases
• Third-party data providers
• Publicly available websites
• Information provided by users

Kleos does not control these sources and does not warrant that third-party or government information is accurate, complete, current, continuously available, or suitable for a particular purpose.

Information may change after it is collected or displayed by Xpedite. You are responsible for verifying material information directly with the authoritative source.

The Services may contain links to third-party websites. Kleos is not responsible for third-party websites, content, products, services, terms, privacy practices, availability, or security.

8. Customer Content

“Customer Content” means information, text, materials, company-profile data, website information, documents, and other content that you or your authorized users submit to the Services.

As between you and Kleos, you retain ownership of your Customer Content.

You grant Kleos a limited, nonexclusive, worldwide license to host, access, transmit, reproduce, process, analyze, modify, and display Customer Content only as reasonably necessary to:

• Provide the Services
• Fulfill your requests
• Maintain and improve Service functionality
• Secure and troubleshoot the Services
• Enforce these Terms
• Comply with applicable law

This license ends when the relevant Customer Content is deleted, except to the extent temporary residual copies remain in routine backups or retention is legally required or reasonably necessary for legal claims.

You represent that:

• You own or control the necessary rights to Customer Content
• You are authorized to provide it to Kleos
• Its submission and use through the Services do not violate applicable law, contract, confidentiality obligation, privacy right, intellectual-property right, or other third-party right

Xpedite does not operate as a persistent file-storage service. You should retain your own copies of any materials important to your organization.

9. Restricted Information

You must not submit:

• Classified information
• Controlled Unclassified Information
• Export-controlled technical data
• Protected health information
• Social Security numbers
• Complete payment-card information
• Passwords
• Sensitive government information not authorized for disclosure
• Information you lack authority to disclose
• Information whose processing through Xpedite would violate law or contract

Federal Contract Information may be submitted when reasonably necessary for legitimate government-contracting activities.

You agree to minimize the Federal Contract Information submitted and provide only information necessary for the requested use of the Services.

You are solely responsible for classifying information and determining whether it may lawfully and appropriately be submitted to Xpedite.

10. Acceptable Use

You may not use the Services to:

• Violate any law, regulation, court order, or contractual obligation
• Infringe intellectual-property, privacy, confidentiality, or other rights
• Submit malicious code or harmful content
• Gain unauthorized access to accounts, systems, or data
• Circumvent access controls, usage restrictions, or subscription limits
• Interfere with the operation, integrity, or security of the Services
• Conduct unauthorized security testing
• Scrape, crawl, harvest, or extract information from the Services through automated means except as expressly authorized
• Reverse engineer, decompile, or attempt to discover nonpublic source code, models, algorithms, or system components, except where such a restriction is prohibited by law
• Resell, sublicense, or provide the Services to third parties except as expressly authorized
• Misrepresent Xpedite output as an official government determination
• Use the Services to facilitate fraud, deception, unlawful discrimination, or other unlawful conduct
• Upload content that is unlawful, malicious, defamatory, or materially deceptive
• Use the Services in a manner that creates unreasonable risk or burden for Kleos or other users

Kleos may investigate suspected violations and suspend or terminate access when reasonably necessary.

11. Subscriptions and Billing

Certain Services require a paid subscription.

By purchasing a subscription, you authorize Kleos and its payment processor to charge the applicable fees, taxes, and other disclosed amounts using your selected payment method.

A. Recurring Billing

Monthly and annual subscriptions automatically renew for successive periods unless canceled before the applicable renewal date.

You authorize recurring charges until the subscription is canceled.

B. Prices

Subscription prices, included features, usage limits, and billing periods will be disclosed at purchase.

Kleos may change pricing or subscription features. Changes generally apply beginning with a future renewal period after reasonable notice, unless a change is required sooner by law, security needs, third-party requirements, or the introduction of a separately purchased feature.

C. Cancellation

You may cancel through the designated Stripe billing interface or another cancellation method made available by Kleos.

Cancellation stops future renewals but does not ordinarily terminate access before the end of the already-paid subscription period.

D. Refunds

Except where required by law or expressly agreed by Kleos, payments are nonrefundable, and Kleos does not provide credits for partially used subscription periods, unused features, or account inactivity.

E. Taxes

Fees do not include taxes unless expressly stated. You are responsible for applicable sales, use, excise, value-added, or similar taxes, excluding taxes based on Kleos’s net income.

F. Failed Payments

Kleos may suspend or limit paid features if a payment is overdue, declined, reversed, disputed, or otherwise unsuccessful.

12. Free Trials, Evaluations, and Beta Features

Kleos may offer trials, demonstrations, preview features, evaluations, or beta functionality.

Such offerings may be modified or discontinued at any time and may contain additional errors, limitations, or interruptions.

Unless Kleos expressly agrees otherwise, trial, evaluation, preview, and beta offerings are provided without service commitments and may not be suitable for production or critical use.

13. Ownership of the Services

Kleos and its licensors retain all rights, title, and interest in and to:

• The Services
• Software and source code
• Platform design
• Workflows
• Models and algorithms
• Matching methodologies
• User interfaces
• Documentation
• Branding
• Aggregated and de-identified information
• Improvements and derivative works

Except for the limited right to use the Services under these Terms, no rights are granted to you by implication or otherwise.

“Kleos,” “Xpedite,” related logos, and associated branding are trademarks or service marks of Kleos Technology LLC or its licensors.

14. Feedback

If you provide ideas, recommendations, corrections, or other feedback concerning the Services, you grant Kleos a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or compensation.

This section does not transfer ownership of your Customer Content to Kleos.

15. Customer Names, Logos, and Testimonials

Kleos will use a customer’s name, logo, or testimonial for marketing or promotional purposes only with that customer’s permission.

16. Service Availability and Changes

Kleos seeks to provide a useful and reliable service, but the Services may be unavailable or affected by:

• Maintenance
• Software errors
• Infrastructure failures
• Security events
• Third-party service interruptions
• Government-system outages or changes
• Internet disruptions

Events outside Kleos’s reasonable control

Kleos does not guarantee uninterrupted, error-free, or continuously available service.

Kleos may modify, suspend, limit, or discontinue all or part of the Services. When reasonably practicable, Kleos will provide notice of material changes that significantly reduce paid functionality.

17. Suspension and Termination

You may stop using the Services at any time. You may delete your account through available functionality, subject to any organization-level controls.

Kleos may suspend, restrict, or terminate access if:

• You violate these Terms
• Payment is overdue or unsuccessful
• Your use creates a security, legal, or operational risk
• Suspension is necessary to protect Kleos, users, third parties, or the Services
• Required by law or governmental direction
• Kleos discontinues the relevant Service

When reasonably practicable, Kleos may provide notice and an opportunity to remedy a violation before termination. Immediate action may be taken where delay could create material risk.

Upon termination:

• Your right to access the Services ends
• Unpaid amounts remain due
• Provisions intended by their nature to survive will remain effective
• Customer Content may be deleted in accordance with the Privacy Policy and normal deletion processes

18. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

KLEOS DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• TITLE
• NON-INFRINGEMENT
• ACCURACY
• COMPLETENESS
• AVAILABILITY
• RELIABILITY
• SECURITY
• RESULTS

KLEOS DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE
• DEFECTS WILL BE CORRECTED
• DATA OR OUTPUTS WILL BE ACCURATE OR COMPLETE
• THE SERVICES WILL IDENTIFY EVERY RELEVANT OPPORTUNITY
• USE OF THE SERVICES WILL RESULT IN ELIGIBILITY, COMPLIANCE, REVENUE, CONTRACT AWARDS, OR OTHER BUSINESS RESULTS
• THE SERVICES WILL MEET EVERY CUSTOMER REQUIREMENT
• THE SERVICES WILL BE FREE OF HARMFUL COMPONENTS OR UNAUTHORIZED ACCESS

NO INFORMATION OR ADVICE PROVIDED BY KLEOS CREATES A WARRANTY UNLESS EXPRESSLY STATED IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED KLEOS REPRESENTATIVE.

Some jurisdictions may not permit certain warranty exclusions. In those jurisdictions, exclusions apply only to the maximum extent permitted by law.

19. Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KLEOS AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY:

• INDIRECT DAMAGES
• INCIDENTAL DAMAGES
• SPECIAL DAMAGES
• CONSEQUENTIAL DAMAGES
• EXEMPLARY DAMAGES
• PUNITIVE DAMAGES
• LOST PROFITS OR REVENUE
• LOST CONTRACTS OR CONTRACT AWARDS
• LOST BUSINESS OPPORTUNITIES
• LOSS OF GOODWILL
• LOSS OR CORRUPTION OF DATA
• BUSINESS INTERRUPTION
• COST OF SUBSTITUTE SERVICES

THIS EXCLUSION APPLIES REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF KLEOS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In particular, Kleos is not liable for losses allegedly arising from:

• An opportunity not being identified or displayed
• An inaccurate match, score, summary, classification, or recommendation
• Reliance on artificial intelligence or automated output
• Incorrect or outdated government or third-party information
• A missed deadline
• Ineligibility for an opportunity
• A decision to pursue or not pursue an opportunity
• Rejection of a submission
• Failure to receive a contract award

Some jurisdictions may not permit certain damage exclusions. In those jurisdictions, exclusions apply only to the maximum extent permitted by law.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF KLEOS AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE LESSER OF:

• FIVE THOUSAND U.S. DOLLARS ($5,000); OR
• THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO KLEOS FOR THE SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

This limitation applies collectively to all claims, events, damages, and legal theories and is not a separate cap for each claim.

The exclusions and limitations in these Terms allocate risk between the parties and are an essential basis of the agreement.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

21. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Kleos and its owners, officers, employees, contractors, affiliates, licensors, and service providers from claims, liabilities, damages, judgments, losses, costs, and reasonable attorneys’ fees arising out of or relating to:

• Your Customer Content
• Your violation of these Terms
• Your violation of applicable law
• Your infringement or violation of another person’s rights
• Your unauthorized or improper use of the Services
• Your submission of restricted, regulated, confidential, or unlawfully obtained information
• Actions taken through your account by persons you authorized or enabled to access it

Kleos will provide reasonable notice of a covered claim and may control its defense and settlement. You may not settle a claim in a manner that admits fault by or imposes obligations on Kleos without Kleos’s prior consent.

22. Governing Law and Venue

These Terms and any dispute arising out of or relating to the Services or these Terms are governed by the laws of the State of Alabama, without regard to conflict-of-law rules.

The parties agree that any legal action or proceeding arising out of or relating to the Services or these Terms must be brought exclusively in the state or federal courts located in or having jurisdiction over Madison County, Alabama.

You and Kleos consent to the personal jurisdiction and venue of those courts.

23. Changes to These Terms

Kleos may update these Terms periodically.

If a change is material, Kleos may provide notice through the Services, by email, or through another reasonable method before the updated Terms become effective.

The updated Terms will identify their effective date. Continued use of the Services after the updated Terms become effective constitutes acceptance of the revised Terms.

If you do not agree to updated Terms, you must stop using the Services and cancel any subscription.

24. Electronic Communications

You consent to receive agreements, notices, disclosures, receipts, and other communications electronically, including through email or the Services.

Electronic communications satisfy any legal requirement that such communications be in writing to the extent permitted by law.

You are responsible for maintaining a current email address associated with your account.

25. Separate Agreements

Kleos may enter into a separate written agreement with a customer.

If a separate agreement expressly conflicts with these Terms, the separate agreement controls with respect to that conflict and the parties covered by that agreement.

Purchase orders, procurement forms, or other customer documents do not modify these Terms unless expressly accepted in a written agreement signed by an authorized Kleos representative.

26. General Provisions

A. Entire Agreement

These Terms, the Privacy Policy, and any applicable order form or separate written agreement constitute the entire agreement between you and Kleos concerning the Services.

B. Assignment

You may not assign these Terms without Kleos’s prior consent.

Kleos may assign these Terms in connection with a merger, acquisition, financing, restructuring, sale of assets, or transfer of the Services or related business.

C. No Waiver

Failure to enforce a provision is not a waiver of the right to enforce it later.

D. Severability

If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable. If it cannot be modified, it will be severed, and the remaining provisions will remain effective.

E. Force Majeure

Kleos is not responsible for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, governmental actions, labor disputes, utility failures, Internet or telecommunications failures, cyberattacks, third-party outages, war, terrorism, civil unrest, or public-health emergencies.

F. No Third-Party Beneficiaries

These Terms do not create rights for third parties except where expressly stated.

G. Headings

Section headings are provided for convenience and do not affect interpretation.

27. Contact

Questions concerning these Terms may be directed to:

Kleos Technology LLC

Madison, Alabama

Email: [email protected]