Platform Terms

1. About us

• Legal Entity: PermitPal Inc., a Delaware C-Corporation
• Registered Address: 317 Poe Street, Palo Alto, CA 94301, United States
• Brand Name: "Clara" is our operating brand. Any references to "Clara" are references to PermitPal Inc.

2. How does PermitPal work?

Platform: PermitPal provides AI-driven permitting, siting, and regulatory intelligence through its platform and AI assistant, Clara. The Platform analyses project, site, and jurisdictional information submitted by users to generate permitting insights, risk assessments, and due diligence reports for infrastructure, energy, data centre, and real estate projects. Clara is our AI permitting consultant that users interact with to analyse permitting pathways, zoning constraints, community risk, and regulatory considerations for proposed developments. Clara can review user-submitted project details, documents, and prompts to produce structured analytical outputs and draft reports.

Clara uses a combination of proprietary workflows, public records analysis, and third-party artificial intelligence model providers to generate responses and reports. Outputs are intended to support professional decision-making but do not constitute legal, regulatory, or investment advice.

You will interact with Clara when using the Platform. You must create an account and agree to these Terms before accessing Clara and related Services.

3. Our obligations

Scope of our Services: We provide access to the Platform (including Clara) and deliver AI-assisted permitting intelligence, site analysis, and due diligence outputs based on the information you submit.

We do this by:

• Analysing project and jurisdictional data provided by you
• Reviewing uploaded documents and development details
• Generating permitting pathways, risk summaries, and analytical reports
• Applying AI-assisted analysis to public regulatory and planning information

Our Services are designed to assist with early-stage site screening, permitting research, and risk assessment. Final permitting decisions, legal compliance, and regulatory approvals remain the responsibility of the user.

4. Use of Your Information in Analysis

To provide the Services, PermitPal processes Your Information, which may include project locations, development specifications, prompts, and uploaded documents. To operate, secure, and improve the Platform, PermitPal may use trusted third-party service providers for hosting, analytics, logging, monitoring, and product performance (such as infrastructure providers, analytics tools, and error monitoring services). These providers process data solely on our behalf and only to the extent necessary to deliver and maintain the Services.

Submitted project and site data are treated as commercially confidential and are used for the purpose of delivering the requested analytical outputs and platform functionality.

PermitPal’s analysis may incorporate publicly available regulatory records, zoning materials, planning documents, and other public datasets to contextualise project risks and permitting pathways. While we aim for accuracy, public records may be incomplete, outdated, or subject to change.

Our Platform is provided "as is": To the fullest extent permitted by law, we disclaim all implied terms, conditions, representations and warranties (including any in respect of quality, accuracy, ability to achieve a particular result, title, non-infringement, merchantability, fitness for a particular purpose or that might otherwise arise because of our dealings or usage of trade).

The Platform is provided over the internet, and as such, the quality and availability of such may be affected by factors beyond our reasonable control, including but not limited to network interruptions, third party service failures, or other unforeseen technical issues. We will endeavour to make the Platform available at all times except for any planned maintenance.

No guarantee about accuracy: Due to the nature of large language models and AI technologies, Clara may occasionally "hallucinate" and produce permitting reports which are inaccurate or speculative. Do not regard the reports as definitive professional advice. We are not responsible for reviewing or attempting to verify the accuracy or completeness of any report. You are responsible for all decisions or actions taken based on any report.

5. Fees

5.1 Fees for Services

Access to certain features of the Platform, including Clara, permitting intelligence reports, and advanced analytical outputs, may require payment of fees ("Fees").

Fees may be charged on a:

• per-report basis
• subscription basis
• project package basis
• or as otherwise agreed in writing

All Fees will be clearly displayed on the Platform, in a proposal, or in an order form prior to purchase.

By purchasing any paid Service, you agree to pay the applicable Fees in full and in accordance with these Terms.

5.2 Quotes, Proposals, and Custom Engagements

Where Fees are set out in a written proposal, statement of work, or order form, those documents will form part of the agreement between you and PermitPal.

Unless otherwise stated in writing:

• Quotes are valid for 30 days
• Scope is limited to the specified project, site, or deliverable
• Additional analysis, revisions, or new sites may incur additional Fees

5.3 Payment Terms

Unless otherwise agreed in writing:

• Fees are payable upfront prior to delivery of reports or access to paid features
• Payments must be made via the payment methods made available on the Platform or specified in the invoice
• All payments are non-refundable once analysis has commenced

PermitPal reserves the right to suspend access to the Platform or delay delivery of Services if payment is overdue.

5.4 Subscriptions

If you subscribe to any recurring plan:

• Fees will be billed on a recurring basis (e.g. monthly or annually)
• Your subscription will automatically renew unless cancelled before the renewal date
• You may cancel your subscription at any time, but refunds will not be provided for unused billing periods unless required by law

PermitPal may modify subscription pricing upon reasonable notice, with changes applying at the next billing cycle.

5.5 Taxes

All Fees are exclusive of applicable taxes, duties, levies, or similar governmental charges, including VAT or sales tax, unless explicitly stated otherwise. You are responsible for paying all applicable taxes associated with your use of the Services, except for taxes based on PermitPal’s net income.

5.6 No Guarantee of Outcomes

Fees are charged for access to analytical tools, research, and AI-assisted permitting intelligence, not for any specific regulatory outcome.

Payment of Fees does not guarantee:

• Permit approvals
• Regulatory decisions
• Project success
• Investment outcomes
• Accuracy of third-party or public data sources

All outputs are provided for informational and analytical purposes only.

5.7 Delivery Timelines and Capacity

Any timelines provided for reports, analyses, or deliverables are estimates only and not guaranteed deadlines, unless expressly agreed in a signed written agreement.

PermitPal delivers reports on a reasonable efforts basis, taking into account:

• project complexity
• data availability
• client responsiveness
• technical and operational capacity

You acknowledge that large-volume orders, multi-site analyses, or complex projects may require extended delivery timelines.

5.8 Right to Refuse, Limit, or Stage Large Orders

PermitPal reserves the right, acting reasonably, to:

• decline orders
• stage delivery in phases
• propose revised timelines
• renegotiate scope or pricing

where an order exceeds reasonable operational capacity or requires disproportionate resources.

5.9 Order Acceptance and Commencement of Work

Submission of payment does not automatically constitute acceptance of the engagement.

PermitPal reserves the right to:

• confirm scope and feasibility before commencing work
• request additional information
• adjust delivery schedules
• decline the engagement and issue a refund where work has not yet commenced

5.10 Refunds and Partial Fulfilment

Unless otherwise agreed in writing:

• Fees are non-refundable once analysis has commenced on a report
• Where only part of an order has been completed, PermitPal may deliver completed reports and refund any unused portion at its discretion
• Refunds are not provided for delays caused by incomplete client information, scope changes, or external data limitations

6. Your obligations

6.1 Accurate and Lawful Use of the Platform

You agree to use the Platform and Clara only for lawful business and professional purposes related to project analysis, permitting research, and regulatory due diligence.

You must ensure that:

• All information you submit is accurate, complete, and not misleading
• You have the legal right to provide any data, documents, or project information uploaded to the Platform
• Your use of the Services complies with all applicable laws and regulations

PermitPal is not responsible for errors in outputs resulting from incomplete, inaccurate, or outdated information provided by you.

6.2 Independent Verification of Outputs

Clara and the Platform provide AI-assisted analytical outputs based on user inputs and available data sources.

You acknowledge and agree that:

• AI-generated reports and analyses are probabilistic and may contain errors or omissions
• Permitting requirements, zoning rules, and regulatory conditions may change over time
• Outputs are not a substitute for legal, planning, engineering, or regulatory advice

You remain solely responsible for independently verifying all permitting requirements, timelines, and regulatory obligations with relevant authorities and professional advisors before making development, investment, or siting decisions.

6.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to:

• Use a secure password and not share login credentials
• Notify us promptly of any unauthorised access or suspected security breach
• Ensure that only authorised personnel access your account

PermitPal is not liable for losses arising from unauthorised account access resulting from your failure to safeguard credentials.

6.4 Prohibited Uses

You agree not to:

• Use the Platform to submit unlawful, harmful, or infringing content
• Attempt to reverse engineer, copy, or replicate Clara or the underlying models
• Use automated scripts or bots to scrape, overload, or disrupt the Platform
• Resell, redistribute, or commercially exploit reports or outputs without permission where restricted by your agreement
• Use the Services to build or train competing AI systems

We reserve the right to suspend or terminate access for misuse of the Platform.

7. Our right to make changes

Changes to the Platform: We may change the Platform from time to time to reflect user feedback or our business priorities. We will give you reasonable notice of any material changes, being changes that we reasonably consider may affect your rights or obligations under these terms.

Updates to these Terms: We may update these Terms from time to time. If we do, we will post an updated version of these Terms on the Platform. We encourage you to review the Terms regularly to stay informed of any changes. Where we make material changes, we will provide you with reasonable notice of such changes. By continuing to use the Platform and our services, you agree to the updated Terms.

Our right to discontinue the Platform: We may discontinue the Platform at any time without prior notice to you. Any discontinuation of the Platform or other termination of these Terms does not affect any accrued rights or obligations.

8. Intellectual property

Ownership of Platform: We and/or our licensors own all intellectual property rights in the Platform (including any improvements we make to the Platform) and do not transfer any ownership in the Platform to you. We grant you a non-exclusive, non-transferable license to use the Platform solely in accordance with these Terms.

Your right to access the Platform: If you comply with these Terms, you may use and access the Platform to analyze permitting requirements. However, you cannot pass this right to anyone else. We may remove your ability to access the Platform without notice if you breach these Terms.

Your Information: We do not claim ownership over Your Information. You agree that we can store and use Your Information to provide and improve the Platform. We will comply with our confidentiality obligations when doing so.

Feedback: We may freely use your feedback or recommendations to improve the Platform without having to pay you anything to do so.

9. Confidentiality

Protection of confidential information: You and we each agree to take reasonable steps to protect the other's confidential information received in connection with these Terms and the use of the Platform. You and we each agree to use the other's confidential information only for purposes of the business relationship between you and we and not disclose it to third parties.

Disclosures that are permitted: You and we each may disclose the other's confidential information to service providers, advisers and other representatives on a need-to-know-basis, or if required to comply with law.

Where the parties have entered into a separate non-disclosure agreement (“NDA”), the terms of that NDA shall apply in addition to these Terms in respect of confidential information shared in connection with the Platform and Services. In the event of any conflict between a signed NDA and these Terms with respect to confidentiality obligations, the NDA shall prevail to the extent of that conflict.

For the avoidance of doubt, the existence of an NDA does not restrict PermitPal’s right to use aggregated or anonymised data for platform improvement, provided such data does not identify the Client, its projects, or its confidential information.

10. Data protection

Privacy Policy: Our Privacy Policy describes how we collect, use, and protect your personal data when you use the Platform and when we communicate with you.

11. Indemnity for your breaches of these Terms

You must indemnify us from and against any and all liabilities, losses, damages, costs, fines and other expenses (including reasonable legal costs) incurred as a result of any third-party allegations, claims, complaints, charges, proceedings, actions, disputes, investigations (including regulatory or similar investigations), damages, losses, costs, liabilities and expenses due that are brought or made against us as a result of, or relating to, your use of our services, the Platform, and otherwise any breach of these Terms.

12. Liability

Our liability is limited: We are only responsible to you for loss or damage that is a direct result of our breach of these Terms. Our maximum liability for all claims to you in connection with your use of the Platform and these Terms is limited to the fees you paid to us in the past twelve (12) months, even if we are negligent.

We are not responsible for some losses: We are not responsible to you for any indirect or consequential loss, loss of business, loss of data, loss of profit or loss of opportunity in connection with your use of the Platform, even if we are negligent.

We are not responsible for events outside our control: We are not responsible for any failure to perform, or delay in performance of, any of our obligations caused by events outside our reasonable control ("Force Majeure Event"). A Force Majeure Event includes any act, event, non-happening, omission accident, or act of God beyond our reasonable control. Our performance of our obligations under these Terms is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms may be performed despite the Force Majeure Event.

What liability we do not exclude: Nothing in these Terms limits or excludes our liability for death or personal injury resulting from our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

13. Termination

In the event that you breach these Terms, we reserve the right to suspend or revoke your access to the Platform until such breach is remedied.

You may stop using the Platform at any time, but this does not affect any rights or obligations accrued, including payment of any Fees made before termination.

14. Right to transfer

We may transfer our rights or obligations to someone else: PermitPal may transfer its rights and obligations under these Terms to another organisation without your prior written consent. For example, this could include another member of PermitPal’s group of companies or someone who buys our business.

You may not transfer your rights or obligations without our consent: You cannot transfer any of your rights or obligations under these Terms to any person without our prior written consent.

15. Only these Terms apply

This is the entire agreement that applies: These Terms constitute the entire agreement between you and PermitPal regarding the use of the Platform and supersede any prior agreements or understandings, whether written or oral.

Other Platform content (including any information videos or explainers) does not form part of these Terms: Only the written provisions of these Terms are binding. The videos and other content on the Platform do not form a part of these Terms – this is true even if they are describing or referring to these Terms and how they work. They are supposed to be helpful, but they are not a substitute for reading and understanding the Terms.

16. No rights for third parties

Only you and PermitPal are parties to these Terms. No third party has any rights to enforce these Terms.

17. No waiver

If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay taking steps against you in respect of your breaking these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

18. Governing law & jurisdiction

These Terms are governed by U.S. law. All disputes arising in connection with these Terms are subject to the exclusive jurisdiction of the courts of Delaware.