PermitPal Platform Terms

1. About us

Legal Entity: PermitPal Inc., a Delaware C-Corporation

Registered Address: 2810 N Church St STE 89912, Wilmington, DE 19802, United States

PermitPal operates products and services under the PermitPal brand, including Clara and PermitPal Market Intelligence. References to those products in these Terms are references to products and services provided by PermitPal Inc.

2. Our Platform and Services

PermitPal provides permitting, siting, regulatory, and community intelligence for infrastructure, energy, data centre, real estate, and other development projects.

Depending on the Services you access or purchase, PermitPal may provide:

• AI-assisted permitting and regulatory analysis;
• site screening and due diligence;
• permitting pathways and risk assessments;
• regulatory and planning intelligence;
• community and development-risk intelligence;
• structured datasets and market intelligence;
• APIs and data feeds;
• GeoJSON and other downloadable or machine-readable data;
• connectors and integrations through which AI assistants and agents access PermitPal Data on your behalf, including connectors implementing the Model Context Protocol (MCP);
• reports and other analytical outputs; and
• integrations and other services agreed with you.

Where these Terms refer to the Platform or the Services, they include every delivery method listed above. Accessing PermitPal Data through a connector, an API, an AI assistant, or a file download are different routes to the same Services and are governed identically, except where a section expressly states otherwise.

2.1 Clara

Clara is PermitPal’s AI permitting consultant.

Users may interact with Clara to analyse project information, permitting pathways, zoning constraints, regulatory considerations, community risk, and other factors relevant to proposed developments.

Clara may review information, documents, files, and prompts submitted by users and combine them with PermitPal Data and other sources to generate structured analytical outputs and reports.

Clara uses a combination of PermitPal’s proprietary workflows, public records, third-party data sources, and third-party artificial intelligence model providers.

2.2 PermitPal Market Intelligence

PermitPal Market Intelligence provides access to structured permitting, regulatory, community, and related intelligence.

Depending on your applicable plan or agreement, Market Intelligence may be made available through APIs, GeoJSON, downloadable files, data feeds, connectors, the Platform, or other delivery methods.

Your right to use PermitPal Market Intelligence and other PermitPal Data is subject to the licence and usage restrictions in these Terms and any applicable order form, proposal, subscription, or other written agreement.

2.3 Professional decision-making

The Platform is intended to support professional decision-making.

PermitPal does not provide legal, regulatory, planning, engineering, financial, investment, or other professional advice through the Platform.

You remain responsible for determining whether professional advice or independent verification is required for your project.

2.4 Evaluation Services

Some Services are made available without charge as invite-only evaluation connectors and datasets made available to approved recipients (an “Evaluation Service”). This includes the PermitPal Ohio SB 52 MCP connector and any dataset or connector identified as free, beta, preview, trial, or evaluation.

An Evaluation Service is provided so that an approved recipient can assess whether to license a paid Service. It is not a free tier of the paid product.

2.4.1 Scope of an Evaluation Service

Unless a written approval from PermitPal states otherwise, evaluation access is limited to:

Evaluation access does not entitle you to updates, corrections, or later releases of the dataset.

2.4.2 Internal evaluation only

Section 7.6 does not apply to an Evaluation Service. Outputs created using an Evaluation Service — reports, maps, analyses, presentations, dashboards, and models — are for your internal business purposes only and must not be included in client deliverables, external reports, publications, or any material provided to a third party.

Section 7.3 (internal use) applies. Section 7.4 (no redistribution of PermitPal Data) applies in full.

If you want to use outputs externally, contact PermitPal to license a paid Service under Section 7.6.

2.4.3 Access is granted, not published

Access to an Evaluation Service is granted to a named recipient. A connector URL, endpoint, credential, or dataset file is a means of access, not a grant of licence.

If you obtained access other than by a grant from PermitPal — because a URL was forwarded, shared, republished, or otherwise circulated — you are not an approved recipient and no licence under these Terms is granted to you. Use of the Service in those circumstances is unauthorised, and Sections 8 and 15 apply.

An Evaluation Service may be technically reachable without a credential. That does not make it public, and it does not enlarge the licence: Section 8.4 states that the absence of a technical restriction is not permission.

You must not forward, publish, or otherwise disclose a connector URL, endpoint, or credential for an Evaluation Service to anyone outside your organisation.

2.4.4 Other terms

• The licence in Section 7.1 is granted subject to these Terms alone; no Fee is payable or required for it to take effect.
• The Evaluation Service is provided “as is” and “as available”, and Section 5 applies in full.
• We may change, limit, suspend, or withdraw it at any time, with or without notice and with or without cause, and may impose or change usage limits at any time.
• We may discontinue it entirely without any obligation to make an equivalent Service available.
• Section 14.1 sets the liability cap that applies.

An Evaluation Service may contain data that is a subset of, or less current than, an equivalent paid Service. Nothing in an Evaluation Service is a commitment about the scope, currency, or availability of any paid Service.

Evaluation access may not require an account. Where it does not, these Terms apply to the organisation on whose behalf the Service is accessed, and that organisation is responsible for its authorised users under Section 8.1.

3. Our obligations

We provide access to the Services you have purchased or are otherwise authorised to use.

Depending on the applicable Service, we may do this by:

• analysing information provided by you;
• reviewing uploaded documents and development details;
• generating permitting pathways, risk summaries, and analytical reports;
• providing structured permitting, regulatory, community, and related intelligence;
• providing access to PermitPal Data through APIs, GeoJSON, downloadable files, data feeds, connectors, or other machine-readable formats;
• applying AI-assisted analysis to regulatory, planning, project, and other information; and
• providing other functionality or deliverables described in an applicable order form, proposal, or subscription.

Our Services are designed to assist with activities such as site screening, permitting research, project due diligence, regulatory analysis, and risk assessment.

Final permitting decisions, legal compliance, regulatory approvals, project decisions, and verification of relevant information remain your responsibility.

4. Your Information

4.1 Information you provide

To provide the Services, PermitPal may process information that you submit to or through the Platform (“Your Information”).

Your Information may include project, site, commercial, financial, technical, organisational, or other information, as well as documents, files, prompts, instructions, and other data you choose to provide.

You retain ownership of Your Information.

You grant PermitPal the rights necessary to host, process, transmit, reproduce, and otherwise use Your Information to provide, operate, secure, support, and improve the Platform in accordance with these Terms and our Privacy Policy.

4.2 Confidential treatment

Non-public Your Information is treated as confidential in accordance with Section 10.

In particular, non-public project, site, commercial, financial, and development information submitted through the Platform will not be disclosed to other PermitPal clients except with your permission or as otherwise permitted by these Terms.

4.3 Service providers

PermitPal may use trusted third-party service providers to operate and provide the Platform, including providers of hosting, infrastructure, artificial intelligence models, analytics, logging, monitoring, security, communications, and product-performance services.

Those providers may process Your Information on PermitPal’s behalf to the extent reasonably necessary to provide, operate, secure, and maintain the Services.

4.4 Public and third-party information

PermitPal’s analysis and data may incorporate information from publicly available regulatory records, zoning materials, planning documents, government sources, third-party datasets, and other sources.

Public and third-party information may be incomplete, inaccurate, delayed, outdated, or subject to change.

4.5 Requests submitted through connectors, APIs, and AI assistants

Where you access the Platform through a connector, API, or AI assistant integration, the parameters carried by each request are Your Information and are recorded. For location-based lookups this includes coordinates you submit, which may indicate a site you are evaluating.

We record this to operate and secure the Service, enforce usage limits, detect misuse, and understand which capabilities are used. Our Privacy Policy sets out what is recorded, how long it is retained, and how the requesting party is pseudonymised.

Section 4.2 applies to this information: non-public site and project information submitted through a connector is treated as confidential.

You should not submit information through an Evaluation Service where the confidentiality of that information is material to you. Where confidentiality obligations beyond those in Section 10 are required, use a Service governed by a written agreement or a separate NDA.

5. Accuracy and availability

5.1 Informational nature of the Services

PermitPal Data and outputs are provided for informational and analytical purposes.

PermitPal Data and outputs may be derived from public records, third-party sources, proprietary research, automated processing, artificial intelligence technologies, and other methods.

These sources and methods may produce information that is incomplete, inaccurate, delayed, outdated, or subject to interpretation.

5.2 AI-generated outputs

Artificial intelligence systems are probabilistic and may generate inaccurate, incomplete, or speculative information.

You should not treat AI-generated outputs from Clara or elsewhere on the Platform as definitive professional advice or as a substitute for independent verification.

5.3 Independent verification

You are responsible for independently verifying information that is material to a development, investment, permitting, siting, regulatory, commercial, or other decision.

Where appropriate, you should verify information with relevant government authorities, source documents, professional advisers, or other authoritative sources.

5.4 Platform provided “as is”

To the fullest extent permitted by law, the Platform and Services are provided “as is” and “as available.”

PermitPal disclaims all implied warranties, representations, terms, and conditions, including warranties of accuracy, completeness, availability, merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Platform will be uninterrupted, error-free, or capable of achieving any particular result.

5.5 Availability

The Platform is provided over the internet and may be affected by circumstances outside our reasonable control, including network interruptions, third-party service failures, maintenance, security incidents, and other technical issues.

We may carry out planned or emergency maintenance and may modify, suspend, or restrict parts of the Platform where reasonably necessary.

5.6 Scope of an individual dataset

A dataset answers the question it was built to answer and no other.

Where a dataset describes a single regulatory instrument — for example restricted areas adopted under Ohio Senate Bill 52 — it does not describe zoning and development codes, community sentiment, decision-maker positions, project history, environmental constraints, interconnection, or any other factor bearing on whether a project can be built.

A favourable result in one dataset is not an indication that a site is developable. Outputs generated by an AI assistant from a single dataset carry this limitation whether or not the assistant states it.

6. Fees and payment

6.1 Fees for Services

Access to some Services may require payment of fees (“Fees”).

Fees may be charged on a:

• per-report basis;
• subscription basis;
• project or package basis;
• data-licence basis;
• API or usage basis;
• integration basis; or
• other basis displayed on the Platform or agreed in writing.

Applicable Fees and scope may be set out on the Platform, in a proposal, order form, statement of work, subscription, invoice, or other written agreement.

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

No Fee is payable for an Evaluation Service as defined in Section 2.4, and no Fee is required for the licence in Section 7.1 to apply to it.

6.2 Proposals, order forms, and custom engagements

Where Fees, licence rights, scope, usage allowances, or other terms are set out in a proposal, order form, statement of work, or other written agreement accepted by both parties, that document forms part of the agreement between you and PermitPal.

If there is a conflict between these Terms and an applicable order form or other written agreement, the specific terms of that document will prevail in relation to the relevant Services to the extent of the conflict.

Unless otherwise stated:

• quotes are valid for 30 days;
• scope is limited to the Services, projects, sites, geographies, technologies, datasets, users, or deliverables specified; and
• additional scope, usage, analysis, integrations, revisions, data, or Services may incur additional Fees.

6.3 Payment

Unless otherwise agreed in writing:

• Fees are payable in accordance with the applicable checkout, invoice, proposal, or order form;
• you must use a payment method made available or approved by PermitPal; and
• Fees are non-refundable once the relevant paid Service or work has commenced, except as required by law or expressly stated in these Terms.

PermitPal may suspend or restrict paid Services where payment is overdue.

6.4 Subscriptions

If you purchase a recurring subscription:

• Fees will be billed at the frequency specified when you subscribe;
• the subscription will automatically renew for successive billing periods unless cancelled before the applicable renewal date, where automatic renewal is specified at purchase;
• you may cancel in accordance with the cancellation process made available by PermitPal; and
• except where required by law or otherwise agreed, cancellation does not entitle you to a refund for an unused portion of a billing period.

PermitPal may change subscription pricing on reasonable notice. Pricing changes will apply from the next applicable renewal or billing period unless otherwise stated.

6.5 Taxes

Fees are exclusive of applicable taxes, duties, levies, VAT, sales taxes, or similar governmental charges unless expressly stated otherwise.

You are responsible for applicable taxes associated with your purchase or use of the Services, except taxes based on PermitPal’s net income.

6.6 No guarantee of outcomes

Fees are charged for access to PermitPal’s Services, data, technology, research, and analytical capabilities, not for any particular project or regulatory outcome.

Payment does not guarantee:

• permit approvals;
• regulatory decisions;
• project success;
• investment outcomes;
• development timelines; or
• the accuracy or completeness of public or third-party information.

6.7 Delivery timelines

Any delivery timelines are estimates unless expressly stated as binding in a signed written agreement.

Delivery may depend on factors including project complexity, data availability, client responsiveness, technical requirements, and PermitPal’s operational capacity.

6.8 Large or complex orders

PermitPal may reasonably decline, limit, or stage an order, revise proposed delivery timelines, or propose changes to scope or pricing where an order requires resources materially beyond those contemplated by the applicable Service.

6.9 Acceptance of custom work

Payment or submission of an order for custom Services does not necessarily constitute acceptance of the engagement.

PermitPal may confirm scope and feasibility, request additional information, adjust proposed delivery schedules, or decline an engagement before work begins.

Where PermitPal declines a paid custom engagement before work has commenced, we will refund Fees paid for that engagement.

6.10 Partial fulfilment

Unless otherwise agreed:

• Fees are non-refundable once work on the relevant deliverable has commenced;
• where only part of an order can reasonably be completed, PermitPal may deliver the completed portion and, where appropriate, refund Fees attributable to unperformed work; and
• refunds are not ordinarily provided for delays or limitations caused by incomplete Client information, Client-requested scope changes, or limitations in external data sources.

7. Licence to use the Platform and PermitPal Data

7.1 Platform licence

Subject to these Terms and, in the case of a paid Service, payment of applicable Fees, PermitPal grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for your authorised business purposes during the applicable subscription or access period.

For an Evaluation Service as defined in Section 2.4, this licence is granted subject to these Terms alone and no Fee is payable, and its scope is limited by Section 2.4.1 and Section 2.4.2.

7.2 PermitPal Data

“PermitPal Data” means data, datasets, records, compilations, classifications, taxonomies, derived information, structured intelligence, and other data content made available by PermitPal through the Platform, Market Intelligence, APIs, GeoJSON, downloadable files, data feeds, connectors, reports, or other Services.

As between you and PermitPal, PermitPal and/or its licensors retain all rights, title, and interest in PermitPal Data, including the selection, organisation, structure, compilation, enrichment, and presentation of that data, subject to any rights that third parties may have in underlying source information.

Access to PermitPal Data gives you a licence to use it in accordance with these Terms and your applicable plan or agreement. It does not transfer ownership of PermitPal Data to you.

7.3 Internal use

Unless your applicable plan or agreement states otherwise, you may use PermitPal Data for your internal business purposes, including:

• project screening and due diligence;
• internal analysis and decision-making;
• internal maps and visualisations;
• internal analytical tools and workflows; and
• internal AI-assisted tools and workflows.

You may reproduce and transform PermitPal Data to the extent reasonably necessary for those authorised internal purposes.

Section 7.6 additionally permits the use of outputs created from PermitPal Data in client and other external deliverables, subject to the attribution requirement in that Section.

7.4 External and embedded use

You may not, unless expressly authorised in writing by PermitPal or under an applicable plan or order form:

• resell or sublicense PermitPal Data;
• provide raw or substantially similar PermitPal Data to third parties;
• make PermitPal Data available through a customer-facing product, platform, API, database, or data feed;
• embed PermitPal Data in a commercial product or service made available to third parties; or
• otherwise commercially redistribute PermitPal Data.

If you wish to use PermitPal Data in a customer-facing product, integration, or service, contact PermitPal to agree the appropriate licence.

This Section restricts distribution of PermitPal Data itself. It does not restrict the use of outputs, which is governed by Sections 7.6 and 9.3.

7.5 Usage limits

Your plan or agreement may impose limits relating to users, API requests, downloads, projects, geographies, markets, technologies, datasets, refresh frequency, or other usage.

You must comply with those limits and must not attempt to circumvent technical or contractual usage restrictions.

7.6 Outputs in external deliverables, and attribution

This Section applies to paid Services. It does not apply to an Evaluation Service, which is limited to internal use under Section 2.4.2.

You may use reports, maps, analyses, presentations, dashboards, models, and other outputs created using PermitPal Data in client deliverables and other external materials, provided you include the attribution below.

No attribution is required for internal use.

Where PermitPal Data, or information materially derived from it, appears in a client deliverable, external report, presentation, map, analysis, dashboard, or publication, you must include:

Source: PermitPal (permitpal.ai)

Where PermitPal Data is accessed through a connector or API, this attribution is returned with every response so that automated systems can comply with it. You remain responsible for attribution in anything you publish, whether or not the system that produced it reproduced the notice.

This Section permits the use of outputs. It does not permit distribution of the underlying PermitPal Data, which remains governed by Section 7.4.

8. Your obligations

8.1 Lawful use

You may use the Platform only for lawful business and professional purposes.

You must ensure that:

• information you submit is accurate and not intentionally misleading;
• you have the rights and permissions necessary to provide Your Information to PermitPal;
• your use of the Platform and PermitPal Data complies with applicable laws and regulations; and
• authorised users comply with these Terms.

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

8.2 Account security

You are responsible for maintaining the security and confidentiality of your account credentials, API keys, tokens, and other access credentials.

You must:

• use reasonable security measures;
• not share credentials with unauthorised persons;
• notify PermitPal promptly of suspected unauthorised access or security breaches; and
• ensure only authorised personnel access your account or credentials.

You are responsible for activity conducted through your account or credentials to the extent permitted by law.

8.3 Prohibited uses

Except where expressly authorised by PermitPal, you must not:

• use the Platform for unlawful, harmful, fraudulent, or infringing purposes;
• reverse engineer, decompile, or attempt to discover non-public source code or underlying proprietary technology of the Platform, except to the extent such restriction is prohibited by law;
• scrape or systematically extract data from the Platform other than through functionality or APIs expressly provided for that purpose;
• issue repeated requests in order to assemble a body of PermitPal Data larger than any single response is designed to return — for example by iterating over jurisdictions, geographies, or record identifiers to reconstruct regional or national coverage. This is systematic extraction whether or not each individual request is permitted;
• use automated systems in a manner that materially disrupts, overloads, or interferes with the Platform;
• circumvent access, security, rate, usage, or technical restrictions, including by distributing requests across multiple network addresses, accounts, credentials, or sessions ;
• share access credentials with unauthorised users;
• resell, sublicense, publish, or redistribute PermitPal Data except as expressly authorised;
• use PermitPal Data to create or maintain a competing permitting, regulatory, siting, or community-intelligence database or data service; or
• use the Platform, PermitPal Data, or PermitPal outputs to train or develop a competing foundation model, dataset, or substantially similar competing product or service.

We may suspend or terminate access where we reasonably believe these restrictions have been breached.

8.4 Automated and agent access

Where you access the Platform through a connector, API, AI assistant, or other automated system, that system acts as your agent for the purposes of these Terms and its conduct is attributable to you. You are responsible for what it does on your behalf, including where it acts on a general instruction rather than a specific one.

You must not use, instruct, or configure such a system to do anything prohibited by Section 8.3.

The absence of a technical restriction is not permission. Where a Service returns PermitPal Data one jurisdiction, record, or page at a time, that is the scope of the licence granted, and the licence is not enlarged by the fact that repeated requests are technically possible.

You must not retain a copy of PermitPal Data obtained through automated access beyond what is reasonably necessary for the analysis you are performing.

9. Intellectual property

9.1 PermitPal intellectual property

PermitPal and/or its licensors own all intellectual property rights in the Platform, including its software, workflows, interfaces, methodologies, branding, proprietary datasets, database structures, taxonomies, and improvements.

Except for the limited rights expressly granted under these Terms or an applicable written agreement, no rights in PermitPal intellectual property are transferred to you.

9.2 Your Information

PermitPal does not claim ownership of Your Information.

You grant us only the rights reasonably necessary to provide, operate, secure, support, and improve the Services in accordance with these Terms.

9.3 Outputs

Subject to your compliance with these Terms and any applicable agreement, you may use reports and other outputs generated specifically for you for your internal business purposes, and in client deliverables and other external materials in accordance with Section 7.6, including the attribution requirement in that Section.

Any use of underlying PermitPal Data remains subject to Section 7 and your applicable licence.

9.4 Feedback

If you provide feedback, suggestions, or recommendations about the Platform, PermitPal may use them without restriction or obligation to compensate you.

10. Confidentiality

10.1 Confidential information

Each party may receive confidential information belonging to the other in connection with the Services.

Confidential information includes non-public information that is identified as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

Client confidential information may include non-public project information, site information, development plans, budgets, cost information, financial assumptions, investment information, commercial strategies, documents, and other information submitted to PermitPal.

PermitPal confidential information may include non-public product information, technology, methodologies, pricing, commercial information, and proprietary data.

10.2 Protection and use

Each party will:

• take reasonable measures to protect the other party’s confidential information;
• use confidential information only for purposes connected with the parties’ business relationship; and
• not disclose confidential information except as permitted under these Terms.

10.3 Permitted disclosures

A party may disclose the other party’s confidential information:

• to employees, contractors, service providers, professional advisers, and representatives who reasonably need access and are subject to appropriate confidentiality obligations;
• with the other party’s permission; or
• where disclosure is required by law, regulation, court order, or governmental authority.

10.4 Exclusions

Confidentiality obligations do not apply to information that the receiving party can demonstrate:

• is or becomes public other than through breach of these Terms;
• was lawfully known to the receiving party without confidentiality restrictions before disclosure;
• is lawfully received from a third party without confidentiality restrictions; or
• is independently developed without use of the other party’s confidential information.

10.5 Separate NDAs

If the parties have entered into a separate non-disclosure agreement (“NDA”), that NDA applies in addition to these Terms.

If a signed NDA conflicts with these Terms regarding confidentiality, the NDA will prevail to the extent of that conflict.

10.6 Aggregated and anonymised information

PermitPal may use information derived from use of the Platform in aggregated or anonymised form to operate, analyse, and improve the Platform, provided that such information does not identify the Client, its individual users, its projects, or its confidential information.

11. Data protection

Our Privacy Policy describes how PermitPal collects, uses, and protects personal data in connection with the Platform and our communications.

Where required by applicable law or agreed between the parties, additional data-processing terms may apply.

11.1 Third-party AI assistants and agents

Where you access the Platform through an AI assistant, agent, or client application operated by a third party — including but not limited to Anthropic’s Claude and OpenAI’s ChatGPT — that provider is not PermitPal’s subprocessor, and PermitPal is not the controller or processor of your conversation with it. Your relationship with that provider is governed by that provider’s own terms and privacy policy, which you should review.

In that arrangement, PermitPal receives only the parameters carried by each request and does not receive the surrounding conversation. PermitPal’s response is returned to that provider, which may retain or process it under its own terms. PermitPal has no visibility into, and no control over, that provider’s handling of the response.

12. Changes to the Platform and Terms

12.1 Changes to the Platform

We may modify the Platform from time to time to improve the Services, introduce or remove functionality, respond to user feedback, comply with law, address security or technical requirements, or reflect our business priorities.

Where a change materially affects Services you have purchased or your rights or obligations, we will provide reasonable notice where practicable.

12.2 Changes to these Terms

We may update these Terms from time to time.

We will post the updated Terms and update the effective date. Where changes are material, we will provide reasonable notice where appropriate.

Your continued use of the Platform after updated Terms take effect constitutes acceptance of the updated Terms to the extent permitted by applicable law.

12.3 Discontinuation

PermitPal may discontinue all or part of the Platform.

Where reasonably practicable, we will provide notice before discontinuing a material paid Service. Section 2.4 applies to Evaluation Services, which may be discontinued at any time.

Discontinuation does not affect rights or obligations accrued before discontinuation.

13. Indemnity

To the extent permitted by applicable law, you will indemnify and hold harmless PermitPal and its officers, directors, employees, and agents from third-party claims, liabilities, damages, losses, costs, and reasonable legal expenses arising from:

• your unlawful use of the Platform;
• your material breach of these Terms;
• Your Information infringing or violating a third party’s rights; or
• your unauthorised use, disclosure, redistribution, or commercialisation of PermitPal Data.

14. Liability

14.1 Liability cap

To the fullest extent permitted by law, PermitPal’s aggregate liability arising out of or relating to the Platform, Services, these Terms, and any applicable order form or agreement will not exceed the greater of (a) the Fees paid or payable by you to PermitPal for the Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the liability, and (b) one hundred US dollars (US$100).

14.2 Excluded losses

To the fullest extent permitted by law, PermitPal will not be liable for:

• indirect, incidental, special, exemplary, punitive, or consequential damages;
• loss of profits, revenue, business, opportunity, goodwill, anticipated savings, or contracts; or
• loss, corruption, or interruption of data,

arising out of or relating to the Platform or Services, even if PermitPal has been advised of the possibility of such loss.

14.3 Decisions based on Platform information

To the fullest extent permitted by law, PermitPal is not liable for losses arising from decisions or actions taken in reliance on Platform outputs or PermitPal Data where independent verification would reasonably have been appropriate.

14.4 Events outside our control

PermitPal is not responsible for failure or delay caused by circumstances beyond our reasonable control, including natural disasters, internet or telecommunications failures, governmental actions, labour disputes, third-party infrastructure failures, cyber incidents not caused by PermitPal’s failure to use reasonable security measures, or other force majeure events.

We will use reasonable efforts to mitigate the effect of such events.

14.5 Liability that cannot be excluded

Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation.

15. Suspension and termination

15.1 Suspension

PermitPal may suspend or restrict your access to all or part of the Platform if:

• you materially breach these Terms;
• Fees are overdue;
• your use creates a material security or technical risk;
• we reasonably suspect unlawful or fraudulent activity; or
• suspension is reasonably necessary to protect PermitPal, the Platform, our users, or third parties.

Where appropriate, we will give you a reasonable opportunity to remedy a breach.

For an Evaluation Service, PermitPal may additionally suspend, restrict, or withdraw access at any time with or without cause and without notice, including where the evaluation period in Section 2.4.1 has ended, where access was obtained other than by a grant from PermitPal, or where usage patterns are inconsistent with internal evaluation or with Section 8.4.

15.2 Termination by you

You may stop using the Platform at any time and may cancel subscriptions in accordance with the applicable subscription terms.

Termination or cancellation does not affect Fees already due or other rights and obligations accrued before termination.

15.3 Effect of termination

When your right to use a paid Service ends, your right to access the Platform and PermitPal Data associated with that Service also ends, except to the extent your applicable plan or written agreement expressly permits continued use of previously downloaded data or outputs.

Sections that by their nature should survive termination, including provisions relating to intellectual property, confidentiality, restrictions on use, accrued payment obligations, indemnities, liability, and governing law, will survive.

16. Assignment

PermitPal may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganisation, sale of assets, financing, or transfer to an affiliate or successor.

You may not assign or transfer your rights or obligations under these Terms without PermitPal’s prior written consent, except as otherwise agreed in writing.

17. Entire agreement and order of precedence

These Terms, together with any applicable order form, proposal, statement of work, subscription terms, NDA, data-processing agreement, dataset or product licence delivered with a specific Service, or other written agreement expressly incorporated into them, constitute the agreement between you and PermitPal regarding the applicable Services.

They supersede prior discussions and understandings relating to those Services, except where the parties expressly agree otherwise in writing.

Marketing materials, demonstrations, videos, website content, and other explanatory materials do not create contractual commitments unless expressly incorporated into a written agreement.

Where documents conflict, the more specific agreed terms governing the relevant Service will prevail over these general Platform Terms to the extent of the conflict.

18. Third-party rights

These Terms are between you and PermitPal.

Except where expressly stated otherwise, no third party has any right to enforce them.

19. No waiver

A party’s failure or delay in exercising a right under these Terms does not waive that right.

A waiver is effective only if made expressly by the party granting it.

20. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in effect to the fullest extent permitted by law.

The invalid or unenforceable provision will be interpreted or modified to the minimum extent necessary to make it valid and enforceable where permitted.

21. Governing law and jurisdiction

These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

The state and federal courts located in Delaware will have exclusive jurisdiction over disputes arising out of or relating to these Terms, and each party consents to the personal jurisdiction and venue of those courts.

22. Contact

Questions about these Terms or the Platform may be sent to:

PermitPal Inc.
2810 N Church St STE 89912
Wilmington, DE 19802
United States

Email: contact@permitpal.ai