Vendor platform access agreement

Welcome to Human Union Data, Inc.

This Platform Access Agreement (this "Agreement") is entered into by and between Human Union Data, Inc., ("HUD," "Company," "we," or "us"), and the entity or individual accepting this Agreement ("Vendor," "you," or "your"). This Agreement governs your access to and use of the restricted, login-protected vendor portal and platform and related subdomains (the "Platform").

By accessing or using the 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 a company or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement, and "you" and "your" shall refer to such entity. If you do not agree to this Agreement, you may not access or use the Platform.

1. Access to the Platform

1.1 Account Registration. To access the Platform, you must create an account ("Account") and provide accurate, complete, and current information. You are solely responsible for maintaining the confidentiality and security of your Account credentials, including any passwords and API keys. You shall immediately notify HUD at security@hud.ai if you know or suspect that your Account credentials have been compromised or that there has been any unauthorized use of your Account.

1.2 Authorized Users. You will only permit access to the Platform as follows: (a) if you are an individual, only you may access the Platform; or (b) if you are an entity, only your employees and contractors that are authorized by you to access the applicable Platform solely for your internal business purposes ("Authorized Users") may access the Platform, provided that you shall remain liable for all acts and omissions of such users. You are solely responsible for determining the level of access and privileges granted to your Authorized Users. You will ensure your Authorized Users' use of the Platform is in compliance with the terms of this Agreement and you will be solely responsible for enforcing any of your internal policies regarding your Authorized Users' use of the Platform.

1.3 Grant of Access. Subject to your compliance with this Agreement, HUD grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform solely for the purposes set forth in Section 2.

2. Platform Services and Permitted Use

2.1 Platform Description. The Platform provides a restricted environment through which you may: (a) view and review RFPs, data procurement initiatives, or other programs posted or made available within the Platform for which your data may be relevant (each, a "Project"); and (b) list and describe data deliveries that you are able to provide in connection with Projects for which any data, information, or material provided or submitted by you to the Platform ("Customer Data") may be relevant. The Platform serves solely as a venue for the foregoing activities and does not constitute an offer, commitment, or obligation by HUD to accept, procure, or facilitate any transaction.

2.2 Permitted Use. You shall access, view, and use the Platform solely for the purpose of participating in a Project and strictly in accordance with any instructions, guidelines, or restrictions communicated by HUD including those found herein.

3. Project Acceptance

3.1 Sole Discretion. The acceptance or rejection of any data delivery listing, proposal, or submission by you in connection with any Project is subject to HUD's complete and absolute discretion. HUD is under no obligation to accept any submission, provide any reason for rejection, or engage you in connection with any Project. No listing or submission by you shall create any binding obligation on HUD unless and until HUD has accepted such submission in writing.

3.2 Data Sharing Agreement. If HUD accepts a submission or listing by you in connection with a Project, the sharing, licensing, delivery, and use of any Customer Data in connection with such Project shall be governed exclusively by a separately executed data sharing agreement between you and HUD governing the terms and conditions of any sharing, licensing, or delivery of Customer Data in connection with an accepted Project (a "Data Sharing Agreement" or "DSA"). No Customer Data shall be shared, transferred, or delivered absent a fully executed DSA.

4. Non-Circumvention

4.1 Non-Circumvention Obligations. You acknowledge that the identities of, and information regarding, any entity, organization, or other party that posts, submits, or is associated with a Project (each, an "RFP Party") constitute Confidential Information and confidential and proprietary information of HUD. You agree that, during the term of your access to the Platform and for a period of one (1) year thereafter, you shall not, directly or indirectly, whether on your own behalf or on behalf of any third party: (a) contact, solicit, or communicate with any RFP Party for the purpose of providing, offering, or making available any data, materials, services, or information that is the same as or substantially similar to the Confidential Information or any data or services requested or made available through the Platform, outside of or in circumvention of the Platform; (b) induce, encourage, or assist any RFP Party to bypass, circumvent, or avoid using HUD or the Platform in connection with the procurement, receipt, or exchange of any such data, materials, services, or information; or (c) otherwise attempt to circumvent, interfere with, or undermine HUD's relationships with any RFP Party or HUD's role as intermediary.

4.2 Material Breach. Any breach of this Section 4 shall constitute a material breach of this Agreement entitling HUD to all remedies available hereunder, at law, and in equity, including without limitation the equitable relief under Section 9.1 and unlimited liability under Section 9.2.

4.3 Survival. The obligations set forth in this Section 4 shall survive termination or expiration of this Agreement.

4.4 Permitted Communications. Section 4.1 does not prohibit communications between you and any RFP Party that are reasonably necessary for the performance of a DSA (including the delivery of data, the correction of non-conforming data, and the confirmation of deletion of data), provided that such communications are made through the Platform or with HUD's prior written consent (which may be given by email), and are not used to solicit, negotiate, procure, offer, or provide any data, materials, services, or information outside of or in circumvention of the Platform.

5. Term and Termination

5.1 Term. This Agreement shall commence on the date you acknowledge and accept this Agreement (including by clicking "I agree" or a similar checkbox) and shall continue in effect until terminated in accordance with this Section 5.

5.2 Termination by HUD. HUD may, in its sole discretion, at any time and without prior notice or liability, suspend, restrict, or terminate your access to the Platform and the Confidential Information, in whole or in part, including, without limitation, upon any actual or suspected breach of this Agreement or any applicable law or regulation.

5.3 Termination by Vendor. You may terminate this Agreement at any time by providing written notice to HUD and ceasing all use of the Platform.

5.4 Cross-Termination. Any suspension, restriction, or termination of your access to any other website, platform, or service operated by or on behalf of HUD shall automatically and simultaneously result in the termination of your access to the Platform and all rights granted to you under this Agreement, without further notice or action by HUD.

5.5 Effect of Termination. Upon any termination or expiration of this Agreement: (a) all rights and licenses granted to you hereunder shall immediately terminate; (b) you shall immediately cease all use of the Platform and the Confidential Information; (c) at HUD's direction, you shall promptly return or destroy all copies of any Confidential Information in your possession or control and certify such return or destruction in writing; and (d) any amounts owed to HUD under this Agreement shall become immediately due and payable.

5.6 Survival. Sections 6 (License; Ownership), 8 (Limitation of Liability), 9.2 (Judicial Remedies; Unlimited Liability), 10 (Indemnification), 4 (Non-Circumvention), 11 (Confidentiality), and 12 (General Provisions) shall survive any termination or expiration of this Agreement.

5.7 Data Sharing Agreements. The expiry or termination of any DSA, or of any license, subscription, or transaction under a DSA, shall not terminate this Agreement or release you from any of your obligations under this Agreement, which shall continue in full force and effect until this Agreement is terminated in accordance with this Section 5.

6. License; Ownership

6.1 Platform Intellectual Property. The Platform, including all software, technology, content, features, functionality, user interfaces, designs, and all intellectual property rights therein and thereto, and any modifications, improvements, enhancements, or derivative works thereof, are and shall remain the sole and exclusive property of HUD and its licensors. Except for the limited right of access expressly granted in Section 1.3, nothing in this Agreement grants you any right, title, or interest in or to the Platform or any intellectual property rights therein.

6.2 License from Vendor. As between the parties, you retain any ownership rights you have in any content, materials, or data that is uploaded, transmitted, or otherwise provided to the Platform by or on behalf of, or at the direction of, you or your Authorized Users, including Customer Data (collectively, "Vendor Content"), provided that HUD is hereby granted a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, irrevocable right and license to: (a) use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, perform, and display the Vendor Content (in whole or in part) for the purposes of operating and providing the Platform and facilitating your participation in Projects; and (b) collect, access, process, and analyze log and other data related to the Platform and the provision, use, and performance of the Platform and related systems and technologies, and use such data to troubleshoot, improve, and enhance the Platform, and for other development, diagnostic, security, and corrective purposes. Any further sharing, licensing, or delivery of Customer Data in connection with an accepted Project shall be governed exclusively by the applicable Data Sharing Agreement. You represent and warrant that: (i) you have all necessary rights, licenses, and consents to provide the Vendor Content to HUD through the Platform and to grant the rights and licenses set forth in this Section; (ii) the Vendor Content does not infringe, misappropriate, or otherwise violate any third party's intellectual property or other rights; and (iii) your provision of Vendor Content complies with all applicable laws and regulations. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to the Vendor Content. You may not represent or imply to others that the Vendor Content is in any way provided, sponsored, or endorsed by HUD. Although HUD has no obligation to monitor your use of the Platform, HUD may do so and may prohibit any use of the Platform it believes may be (or is alleged to be) in violation of this Agreement or applicable laws. You shall be solely responsible for ensuring your Authorized Users comply with any of your internal policies regarding your Authorized Users' use of, or provision of, Vendor Content on the Platform.

6.3 Use Restrictions. You shall not, and shall not permit any Authorized User or third party to:

• 6.3.1 sell, rent, lease, lend, sublicense, distribute, or otherwise transfer or provide access to the Platform to any third party;
• 6.3.2 use the Platform for any purpose other than viewing Projects and listing data deliveries as expressly permitted under this Agreement;
• 6.3.3 reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, structure, or organization of the Platform;
• 6.3.4 modify, translate, or create derivative works based on the Platform;
• 6.3.5 access the Platform to build a competitive product or service, or copy any features, functions, or graphics of the Platform;
• 6.3.6 use any automated means, interface, software, or scripts not provided by HUD to access the Platform, to extract data therefrom, or to produce multiple Accounts on the Platform;
• 6.3.7 attempt to disable or circumvent any security mechanisms used by the Platform, attempt to gain unauthorized access to the Platform, any related systems or networks, or any other Account, whether through password mining or any other means, or interfere with, disrupt, or create an undue burden on the Platform or the servers, systems, or networks connected to the Platform;
• 6.3.8 upload or transmit any viruses, malware, or other harmful code to the Platform, including any computer code, programs, or devices designed to disrupt, modify, delete, damage, deactivate, disable, or otherwise impede the operation of the Platform or any associated software, hardware, systems, or networks;
• 6.3.9 use the Platform in violation of any applicable law or regulation; or
• 6.3.10 use the Platform in any manner that is harmful, fraudulent, deceptive, threatening, abusive, or otherwise objectionable.

6.4 Feedback. If you provide HUD with any suggestions, comments, ideas, or other feedback relating to the Platform ("Feedback"), you hereby grant to HUD a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable right and license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback without restriction or obligation of any kind to you.

6.5 Reservation of Rights. All rights not expressly granted to you under this Agreement are reserved by HUD and its licensors.

7. Disclaimers

7.1 Disclaimer of Warranties. THE PLATFORM, ALL CONFIDENTIAL INFORMATION, AND ALL SERVICES ACCESSIBLE THROUGH THE PLATFORM ARE PROVIDED ON AN "AS-IS," "AS-AVAILABLE," AND "WITH ALL FAULTS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HUD DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, OR UNINTERRUPTED OR ERROR-FREE OPERATION. HUD DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.

7.2 Results Disclaimer. HUD DOES NOT WARRANT OR GUARANTEE ANY SPECIFIC RESULTS FROM YOUR USE OF THE PLATFORM. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE SUITABILITY, ACCURACY, AND RELEVANCE OF ANY INFORMATION, PROJECTS, OR OPPORTUNITIES MADE AVAILABLE THROUGH THE PLATFORM.

7.3 Third-Party Services. The Platform may integrate with or enable access to third-party websites, services, or resources ("Third-Party Services"). HUD does not control and is not responsible for the content, accuracy, availability, or practices of any Third-Party Services. Your use of any Third-Party Services is at your own risk and subject to the terms and conditions applicable to such Third-Party Services.

7.4 Internet Delays. THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HUD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

8. Limitation of Liability

8.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, LOSS OF USE, OR LOSS OF DATA, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE PLATFORM, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO HUD FOR USE OF THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND UNITED STATES DOLLARS (USD $1,000).

8.3 Exceptions to Limitations. THE LIMITATIONS SET FORTH IN THE LIMITATION OF LIABILITY AND CAP ON LIABILITY SUBSECTIONS ABOVE SHALL NOT APPLY TO: (A) EITHER PARTY'S BREACH OF SECTION 11 (CONFIDENTIALITY), SECTION 6.3 (USE RESTRICTIONS), OR SECTION 4 (NON-CIRCUMVENTION); (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10; OR (C) LIABILITY ARISING FROM EITHER PARTY'S WILLFUL MISCONDUCT OR FRAUD.

9. Remedies

9.1 Irreparable Harm; Equitable Relief. You acknowledge and agree that any breach or threatened breach of this Agreement would cause irreparable harm to HUD for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to all other remedies available at law or in equity, HUD shall be entitled to seek immediate injunctive relief, temporary restraining orders, specific performance, and any other equitable relief from any court of competent jurisdiction.

9.2 Judicial Remedies; Unlimited Liability. Notwithstanding any arbitration provision, limitation of liability, disclaimer, or cap on damages in this Agreement or otherwise: (a) HUD may bring an action in any court of competent jurisdiction to recover any and all losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your breach of this Agreement; (b) you shall be liable to HUD for the full amount of all damages, including direct, indirect, incidental, special, consequential, and punitive damages, lost profits and lost revenues; and (c) such recovery shall not be subject to any cap or limitation on liability under this Agreement or otherwise. You expressly waive any defense based on any limitation of liability or exclusion of damages to the maximum extent permitted by law.

10. Indemnification

10.1 Indemnification by Vendor. You agree to indemnify, defend, and hold harmless HUD and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the "HUD Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or relating to: (a) your breach or alleged breach of this Agreement; (b) any unauthorized access to, use of, or disclosure of the Confidential Information by you or any person who gains access through your Account; (c) your Customer Data, including any claim that your Customer Data infringes, misappropriates, or otherwise violates any third party's rights; (d) any violation of applicable law or regulation in connection with your use of the Platform; or (e) any third-party claim resulting from the foregoing.

10.2 Right to Participate. Notwithstanding the foregoing, any HUD Indemnitee shall at all times have the right, at its own expense, to participate in the defense of any claim subject to indemnification under this Section, including without limitation through counsel of its own selection.

10.3 Survival. The obligations set forth in this Section 10 shall survive termination or expiration of this Agreement.

11. Confidentiality

11.1 Confidential Information. All content, data, materials, documentation, tools, methodologies, trade secrets, algorithms, RFPs, and other information made available within the Platform, in any form (collectively, "Confidential Information"), constitutes confidential and proprietary information of HUD of a highly confidential and sensitive nature. You acknowledge that the Confidential Information is disclosed to you solely on a confidential basis, embody valuable intellectual property and trade secrets, and that any unauthorized access, use, or disclosure thereof would cause significant and irreparable harm to HUD.

11.2 Permitted Use. You shall access, view, and use the Confidential Information solely for the purposes of participating in the RFP or other programs specifically set forth or made available to you in the Confidential Information, and strictly in accordance with any instructions, guidelines, or restrictions communicated by HUD. You shall not, and shall not permit any Authorized User or third party to: (a) copy, reproduce, download, distribute, publish, display, or transmit any Confidential Information, in whole or in part, except as expressly authorized by HUD in writing; (b) disclose, disseminate, or make available any Confidential Information to any third party without HUD's prior written consent; (c) use any Confidential Information for any purpose other than as expressly permitted herein; (d) reverse engineer, decompile, or disassemble any Confidential Information; or (e) remove or alter any proprietary notices on the Confidential Information.

11.3 Compelled Disclosure. If you are compelled by law, regulation, or legal process to disclose Confidential Information of HUD, you shall provide HUD with prompt prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if HUD wishes to contest the disclosure or seek a protective order.

12. General Provisions

12.1 Entire Agreement. This Agreement, together with any applicable Data Sharing Agreement and any other agreements expressly incorporated by reference herein, constitutes the entire agreement between you and HUD with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

12.2 Modifications to this Agreement. From time to time, HUD may modify this Agreement at its discretion. Unless otherwise specified by HUD, changes become effective as of the date we post them or otherwise notify you of them. In any event, continued use of the Platform will constitute acceptance of such changes. If you do not agree to such a change, you must immediately cease all use of the Platform.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.

12.4 No Waiver. The failure of HUD to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by a duly authorized representative of HUD.

12.5 Assignment. Neither party may assign or transfer this Agreement without the other party's prior written consent; provided, however, that HUD may assign this Agreement in its entirety, without such consent, to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of HUD's assets. Any attempted assignment or transfer in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their successors, and permitted assigns.

12.6 Governing Law; Arbitration. This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws provisions. Subject to Section 9, any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this Section. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

12.7 Notices. All notices under this Agreement must be in writing and shall be deemed to have been duly given: (a) when received, if delivered personally; (b) when receipt is electronically confirmed, if transmitted by email; or (c) upon receipt, if sent by certified or registered mail, return receipt requested, postage prepaid.

12.8 Force Majeure. HUD shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including without limitation acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, pandemics, or shortages of transportation, fuel, energy, labor, or materials.

12.9 Headings. The section headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

12.10 Contact Information. If you have any questions about this Agreement, please contact us at:

Human Union Data, Inc.

Attn: Legal Department

2261 Market Street STE 86509

San Francisco, CA 94114

Email: legal@hud.ai