Terms of Service & Privacy Policy

BOOK I. INTRODUCTION, BINDING EFFECT & DEFINITIONS

A. Welcome

Welcome to the HAQQ legal technology and client relationship management ecosystem (the “Ecosystem”). Access to and use of the Ecosystem and its modular services, products, software, applications, portals, artificial intelligence features, support services, professional services, payment-interface features, and related functionality (each a “Product” and collectively the “Products” or “Services”) are governed by these Terms of Service, Privacy Policy, and Data Processing Agreement (the “Terms” or “Agreement”).

HAQQ Inc. (“HAQQ”, “Company”, “we”, “our”, or “us”) provides the Ecosystem as a modular and subscription-based legal technology platform. These Terms apply to every visitor, registered User, Subscriber, Customer, Authorized User, Client using e-Client, listed professional, Partner, End Customer, and other person accessing or using the Ecosystem, unless a separately executed written agreement signed by HAQQ expressly provides otherwise.

By creating a MyHAQQ User ID, subscribing to any Product, accepting an Official Proposal, signing an Order Form, executing a Statement of Work, accessing the Platform, or otherwise using the Services, you acknowledge that you have read, understood, and agreed to be legally bound by this Agreement. If you access or use the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization, and the organization will be deemed the Customer or Subscriber under these Terms.

If you do not agree to these Terms, you must not access or use the Ecosystem.

Access to the Ecosystem does not grant you ownership rights in any software, code, models, prompts, workflows, trademarks, service marks, documentation, data architecture, proprietary methodology, template library, user interface, design, or other HAQQ intellectual property. Your rights are limited to a non-exclusive, non-transferable, revocable right to access and use the applicable Products in accordance with this Agreement, the applicable Order Form or Official Proposal, and applicable law.

HAQQ implements and maintains security, privacy, and governance controls designed to align with applicable professional, regulatory, and technical standards, including the frameworks referenced in Book III. Any statement that HAQQ holds, maintains, or renews a particular certification, attestation, audit report, or compliance status applies only to the extent such certification, attestation, audit report, or status has been formally obtained, remains current, and covers the relevant Products and processing activities.

B. Binding Effect and Contractual Hierarchy

These Terms, together with any Order Form, Official Proposal, Statement of Work, product-specific schedule, data processing schedule, privacy notice, support policy, or incorporated annex expressly referenced herein, constitute the entire agreement between HAQQ and the applicable Customer with respect to the subject matter of the Services, unless a separately executed written agreement expressly states that it supersedes or modifies these Terms.

In the event of conflict or inconsistency:

• A separately executed written agreement signed by HAQQ and the Customer prevails for the matters it expressly covers.
• An accepted Official Proposal or Order Form prevails for transaction-specific commercial terms, including Products ordered, quantities, fees, term, billing frequency, hosting model, support tier, and special conditions.
• A Statement of Work prevails for the specific professional services it covers.
• Book III prevails with respect to privacy, data protection, processing, retention, deletion, subprocessors, transfers, and security obligations, except where a separately executed data processing agreement expressly supersedes it.
• Product-specific Books prevail for the relevant Product to the extent they impose more specific obligations than the general provisions.
• Book XV applies to partner-originated transactions, subject to the applicable Partner Agreement and Official Proposal.
• A purchase order, procurement portal term, vendor onboarding document, click-through customer procurement term, or similar customer document is for administrative convenience only and does not modify these Terms unless HAQQ expressly signs a written amendment referring to the specific term being modified.

The English-language version of this Agreement is the authoritative version. Any translation is provided for convenience only. In the event of inconsistency, the English version prevails, except to the extent mandatory law requires otherwise.

C. Definitions

Acceptable Use Policy means the acceptable-use obligations and prohibited-use rules set out in Book XIV, Section N and any additional written acceptable-use policy published or incorporated by HAQQ.

Account Owner / Administrator means the individual designated by a Subscriber to control account administration, billing configuration, access rights, user creation, suspension, deletion, workspace configuration, and permission management.

Affiliate means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

Agreement means these Terms and all documents incorporated by reference, including applicable Order Forms, Official Proposals, SOWs, policies, schedules, and annexes.

Applicable Data Protection Laws means all privacy, data protection, cybersecurity, breach-notification, communications, and data-transfer laws applicable to a party’s processing of personal data under this Agreement, including where applicable the GDPR, UK GDPR, UAE PDPL, KSA PDPL, Oman PDPL, Kuwait CITRA Data Privacy Protection Regulation, Bahrain PDPL, Lebanon Law No. 81 of 2018, and other mandatory data protection laws.

Authorized User means any individual authorized by a Subscriber to access or use the Products under the Subscriber’s account, including lawyers, employees, contractors, consultants, staff, administrators, or other permitted representatives.

Business Subscriber means a Subscriber that accesses or uses the Products for business, professional, institutional, governmental, or organizational purposes, whether or not the Subscriber is a law firm.

Client means a person or entity to whom a Business Subscriber, Authorized User, lawyer, law firm, or other professional provides services and whose data may be processed through the Products. A Client is distinct from HAQQ, the Subscriber, and the Subscriber’s Authorized Users.

Confidential Information means non-public information disclosed by or on behalf of one party to the other, whether orally, visually, electronically, or in writing, that is designated confidential or should reasonably be understood to be confidential given its nature or the circumstances of disclosure. Confidential Information includes Customer Data, Matter Data, security materials, pricing, roadmaps, business plans, product architecture, credentials, audit materials, and non-public technical information.

Controller, Processor, Personal Data, Data Subject, Subprocessor, and similar data protection terms have the meanings given under the applicable data protection law most relevant to the processing activity.

Customer means the Subscriber that acquires, subscribes to, accesses, pays for, or uses the Products, whether under a Personal Subscription or a Business Subscription. References to “Customer” include the Subscriber unless the context requires otherwise.

Customer Data means User Data, Customer Personal Data, Matter Data, Client Data, files, records, prompts, inputs, outputs, metadata, CRM data, billing records, communications, configurations, workflows, and other information submitted to, stored in, generated through, or processed by the Products on behalf of a Customer, excluding HAQQ telemetry that is irreversibly anonymized and aggregated.

Customer Materials means documents, files, data, templates, branding elements, workflows, instructions, content, records, and other materials provided by or on behalf of a Customer.

Customer Personal Data means any personal data, personal information, personally identifiable information, or equivalent regulated data processed by HAQQ on behalf of a Customer through the Products.

Derived Data means de-identified, aggregated, or anonymized telemetry, usage statistics, performance metrics, and diagnostic information generated from operation of the Services, provided it does not identify a Customer, User, Client, data subject, or reveal Customer Data.

Ecosystem means the integrated HAQQ technology ecosystem, including Products, modules, applications, portals, AI features, APIs, integrations, support, professional services, and related functionality.

Effective Date: The date on which the applicable User, Customer, Subscriber, End Customer, or Partner first accepts these Terms, creates an account, accesses the Platform, signs an Order Form, accepts an Official Proposal, or otherwise uses the Services.

End Customer has the meaning given in Book XV and applies to partner-originated transactions.

Legal AI means HAQQ’s artificial intelligence capabilities described in Book V, including AI Agent, Firm Digital Twin, retrieval, summarization, drafting, extraction, workflow assistance, and related AI-enabled functions.

Matter Data means legal matter data, case files, client communications, evidence, documents, notes, metadata, billing records, tasks, hearings, milestones, workflows, and related information processed through e-Firm or other Products.

Official Proposal or Quote means a proposal, order form, quotation, statement of work, commercial schedule, renewal quote, expansion quote, or other ordering document generated through HAQQ’s official proposal system and capable of verification through a Quote ID, Verification Link, QR code, or equivalent official mechanism.

Order Form means an ordering document, subscription form, or commercial schedule accepted by HAQQ and the Customer that identifies Products, fees, term, billing, and transaction-specific details.

Partner means any entity authorized by HAQQ under a Partner Agreement to market, resell, distribute, refer, implement, support, host, integrate, or otherwise facilitate the provision of the Products.

Partner Agreement means the separate written agreement executed between HAQQ and a Partner setting out the Partner’s authorization, role, territory, pricing, margin, commission, revenue share, compliance obligations, support responsibilities, and other partner-specific terms.

Payment Partner means the licensed or regulated third-party payment services provider, bank, payment institution, card issuer, card processor, money transmitter, e-money institution, or equivalent provider responsible for payment rails, custody, transmission, settlement, safeguarding, card issuance, or regulated payment functions in the applicable jurisdiction.

Personal Subscriber means an individual Subscriber using the Products for personal or individual purposes and not on behalf of a Business Subscriber.

Platform means the digital interface, website, application, portal, API, or other access point through which Users access the Ecosystem.

Products means the functional components of the Ecosystem, including MyHAQQ User ID, e-Firm, Legal AI, e-Client, Legal Directory, eBar, eWallet, Customization Services, Elite Support, Data Migration, and any other products, modules, or services made available by HAQQ.

Quote ID means the unique identifier assigned by HAQQ’s proposal system to an Official Proposal.

Services means the Products and all functionality, support, implementation, migration, hosting, integration, professional services, and other services provided by HAQQ.

Statement of Work or SOW means a written statement of work executed or accepted by HAQQ and the Customer describing professional services, deliverables, assumptions, fees, responsibilities, timelines, and acceptance criteria.

Subscriber means the individual or organization that registers for, contracts for, pays for, or accepts an Official Proposal or Order Form for one or more Products.

Subscription Fees means the fees payable for use of the Products or Services.

User means any person who accesses or uses the Ecosystem, including visitors, Personal Subscribers, Business Subscribers, Authorized Users, Account Owners, administrators, Clients using e-Client, listed professionals, and End Customers.

Verification Link means the unique URL, QR code, or verification mechanism generated by HAQQ’s official proposal system that allows verification of an Official Proposal’s authenticity, contents, status, validity period, and related information.

BOOK II. MYHAQQ USER ID & AUTHENTICATION SERVICE

A. Registration and Eligibility

To access and use the Ecosystem and its Products, a User may be required to register for a MyHAQQ User ID. Registration constitutes a legal act by which the User agrees to be bound by these Terms and, where applicable, to bind the organization the User represents.

At registration, the User may be required to select an account type, including a Personal Subscription or Business Subscription. The account type may determine the roles of the parties under Book III and other applicable provisions.

B. Age, Capacity and Authority

A User must be at least eighteen (18) years of age or the age of majority in the User’s jurisdiction, whichever is higher. A User must have full legal capacity to enter into this Agreement. Where a User acts on behalf of a company, firm, public authority, association, institution, or other organization, the User represents and warrants that the User has the authority to bind that entity.

C. Accuracy of Registration Details

Users must provide complete, current, and accurate information, including full legal name, verified email address, organization information where applicable, billing information where applicable, and any other information reasonably required by HAQQ. Users must update information promptly to ensure it remains accurate and complete.

D. Verification and Authentication

HAQQ may require additional verification steps, including multi-factor authentication, identity verification, document verification, credential verification, organization verification, professional license verification, KYC/KYB screening, sanctions screening, or confirmation through professional credentials. Failure to complete verification requirements may result in restricted access, suspension, denial of registration, or termination.

E. Account Approval, Suspension and Termination

HAQQ may approve, reject, suspend, restrict, or terminate any registration request or account where HAQQ reasonably determines that such action is necessary for security, compliance, legal, operational, reputational, professional-responsibility, payment, or platform-integrity reasons. Accounts created with false, misleading, incomplete, unauthorized, or fraudulent information may be suspended or terminated without notice where permitted by law.

F. Single Account Principle and Non-Transferability

Unless HAQQ expressly permits otherwise in writing, a User may not create multiple accounts for the same person or organization. Accounts are personal to the User or organization and may not be assigned, licensed, shared, sold, transferred, or made available to third parties except as expressly permitted by HAQQ.

G. Responsibility for Account Activity

The Account Owner, Subscriber, and User are responsible for all activity conducted under their accounts, credentials, workspaces, and permissions, regardless of whether the activity is authorized, unless caused by HAQQ’s breach of this Agreement. Users must safeguard credentials, use strong passwords, enable required security controls, and promptly notify HAQQ of suspected credential compromise or unauthorized access.

BOOK III. DATA PROTECTION, PRIVACY, HOSTING & DATA PROCESSING AGREEMENT

A. General Principles

HAQQ recognizes the importance of privacy, confidentiality, cybersecurity, professional secrecy, and data protection in the provision of legal technology services. HAQQ will process Customer Personal Data in accordance with this Book III, applicable law, and the Customer’s documented instructions where HAQQ acts as Processor.

This Book III forms part of the Agreement and operates as a data processing agreement to the extent HAQQ processes Customer Personal Data on behalf of a Customer as Processor, service provider, or equivalent role.

B. Roles of the Parties

For Business Subscriptions, the Customer generally determines the purposes and means of processing Customer Data submitted into the Ecosystem and acts as Controller. HAQQ processes such Customer Data on behalf of the Customer and acts as Processor, except where HAQQ determines the purposes and means of processing for its own legitimate business operations or legal obligations.

For Personal Subscriptions, HAQQ may act as Controller for account information, billing data, usage data, fraud prevention, customer support, and compliance processing. If a Personal Subscriber uploads third-party personal data, the Personal Subscriber may act as Controller for such third-party data and HAQQ may act as Processor for that data.

HAQQ acts as an independent Controller for processing necessary for its own billing, accounting, tax, fraud prevention, sanctions compliance, security monitoring, legal claims, product administration, internal compliance, and corporate governance obligations. HAQQ’s internal product development does not involve training, fine-tuning, or improving AI models on Customer Data, Matter Data, prompts, outputs, or User content, except where expressly agreed in a separately signed written agreement and permitted by law.

C. Cross-Jurisdictional Application

Data residency determines the default hosting location and may affect transfer mechanisms, local hosting commitments, and technical safeguards applicable to Customer Data. However, the privacy and data protection laws applicable to a particular processing activity may also depend on additional factors, including the location of the data subject, the establishment or place of business of the Controller or Processor, the jurisdiction in which services are offered or targeted, mandatory consumer or privacy laws, the nature of the data processed, and any separately executed agreement or Official Proposal.

HAQQ will process Customer Personal Data in accordance with the Applicable Data Protection Laws that apply to HAQQ in its role as Controller, Processor, service provider, or equivalent role. The Customer remains responsible for determining and complying with the laws applicable to its own collection, use, submission, and processing of Customer Data.

Examples of potentially relevant privacy laws include the GDPR, UK GDPR, UAE PDPL, KSA PDPL, Oman PDPL, Kuwait CITRA Data Privacy Protection Regulation, Bahrain PDPL, and Lebanon Law No. 81 of 2018. These examples are illustrative and do not exclude the application of other mandatory privacy, consumer, cybersecurity, telecommunications, professional secrecy, or sector-specific laws.

D. Processing Principles

HAQQ processes personal data in accordance with the following principles:

• Lawfulness, Fairness and Transparency. Data is processed on a lawful basis and described through these Terms and applicable notices.
• Purpose Limitation. Data is processed for specified, explicit, and legitimate purposes connected to the Services.
• Data Minimization. Data processed is limited to what is adequate, relevant, and necessary for the applicable purposes.
• Accuracy. Reasonable measures are taken to keep data accurate and up to date where HAQQ controls the data.
• Storage Limitation. Data is retained only for as long as necessary, subject to legal, regulatory, backup, audit, security, billing, and dispute requirements.
• Integrity and Confidentiality. Data is protected through technical and organizational measures appropriate to the risk.
• Accountability. HAQQ maintains policies, logs, and records designed to demonstrate compliance with its obligations.

E. Categories of Data Processed

HAQQ may process the following categories of data:

• Identity Data: names, titles, identifiers, professional identifiers, government-issued identifiers where required, and account identifiers.
• Contact Data: email addresses, telephone numbers, addresses, organization details, and contact preferences.
• Professional Data: job title, firm or organization, bar membership, professional licenses, practice areas, credentials, and role information.
• Case and Matter Files: legal documents, contracts, pleadings, memoranda, evidence, correspondence, discovery materials, exhibits, court documents, matter notes, tasks, hearings, milestones, and related records.
• CRM Data: client records, contact records, relationship history, billing data, timekeeping records, notes, communications, and interaction logs.
• Authentication Data: usernames, hashed passwords, tokens, MFA factors, security challenge responses, access credentials, and session identifiers.
• System Metadata: IP addresses, device identifiers, browser types, operating system data, logs, timestamps, location derived from IP or device settings, diagnostics, performance data, and activity trails.
• Billing and Payment-Interface Data: invoice data, subscription data, transaction references, payment status, tax data, billing profile data, and limited payment metadata. Full payment card data is processed by the Payment Partner or PCI-DSS compliant processor, not by HAQQ except where expressly stated.
• Support Data: support tickets, chat content, screenshots, diagnostic files, reproduction steps, logs, and communications with HAQQ.
• Derived Data: anonymized and aggregated telemetry, usage metrics, performance analytics, reliability data, and security diagnostics that do not identify Customers, Users, Clients, or data subjects.

F. Sensitive and Special Categories of Data

HAQQ does not require Customers to submit special categories of personal data, criminal-offence data, health data, biometric data, children’s data, financial account data, litigation evidence, privileged information, or other sensitive or regulated information unless such data is necessary for the Customer’s authorized use of the Products.

Because the Products may be used for legal practice management, case management, client intake, Legal AI assistance, document storage, billing, and e-Client communication, Customers may choose to upload or process sensitive information within Case and Matter Files. Where a Customer submits sensitive or special-category data, the Customer represents and warrants that it has a lawful basis, valid consent where required, appropriate notices, professional authorization, confidentiality authority, and any required regulatory basis to process such data through the Products.

HAQQ will apply the technical and organizational measures described in this Agreement, but the Customer remains responsible for determining whether the Products are appropriate for the sensitivity, jurisdiction, and regulatory status of the data it submits. HAQQ may reject, suspend, restrict, delete, quarantine, or require additional safeguards for categories of data that HAQQ reasonably determines create unacceptable legal, security, regulatory, operational, or safety risk, subject to applicable law and any separately executed agreement.

G. Purposes of Processing

HAQQ processes data for the following purposes:

• account registration, identity verification, authentication, and access management;
• delivery and administration of Products and Services;
• e-Firm case and matter management;
• Legal AI retrieval, indexing, summarization, drafting assistance, extraction, classification, workflow assistance, and tenant-specific contextualization;
• e-Client communication, document exchange, invoice visibility, and client portal functionality;
• Legal Directory profile listing, search, inquiry, and matching functionality;
• eBar institutional workflows;
• eWallet technology-layer functionality and payment-interface support;
• billing, invoicing, subscription management, accounting, tax, and collection;
• support, troubleshooting, maintenance, incident response, and service improvement;
• security monitoring, fraud prevention, misuse detection, sanctions screening, AML/CTF support where applicable, and compliance;
• audit, risk management, legal claims, regulatory response, and enforcement of this Agreement;
• anonymized and aggregated telemetry for service performance, reliability, capacity planning, diagnostics, security, and operational analytics;
• any other purpose authorized by the Customer or required by law.

H. Lawful Basis

Where HAQQ acts as Controller, HAQQ may rely on one or more lawful bases, including performance of a contract, compliance with legal obligations, legitimate interests, consent, establishment or defense of legal claims, or other lawful bases recognized under applicable law.

Where HAQQ acts as Processor, the Customer is responsible for identifying and documenting the lawful basis for Customer Personal Data submitted to the Products. HAQQ processes such data on the Customer’s documented instructions, including this Agreement, applicable Order Forms, Official Proposals, platform configurations, and authorized User actions.

I. Processor Obligations

Where HAQQ acts as Processor, HAQQ shall:

• process Customer Personal Data only on documented instructions from the Customer, unless required by law;
• ensure persons authorized to process Customer Personal Data are bound by confidentiality obligations;
• implement appropriate technical and organizational measures as described in this Agreement;
• assist the Customer, taking into account the nature of processing, in responding to data subject requests where required by law;
• notify the Customer of confirmed Personal Data Breaches in accordance with Section P;
• assist with data protection impact assessments and regulator consultations where required by law and reasonably necessary;
• make available reasonable information necessary to demonstrate compliance, subject to confidentiality, security, and proportionality;
• return, delete, anonymize, or render inaccessible Customer Personal Data in accordance with Section Q; and
• impose appropriate data protection obligations on subprocessors.

J. Customer Obligations

The Customer shall:

• collect, use, submit, and process Customer Data lawfully;
• provide all notices and obtain all consents, permissions, client authorizations, professional approvals, and legal bases required for use of the Products;
• ensure that Customer Data does not infringe rights or violate law;
• configure permissions, access rights, retention settings, and product features appropriately;
• respond to data subject requests where the Customer is Controller;
• maintain appropriate security for its own systems, devices, credentials, and users;
• notify HAQQ promptly of suspected incidents affecting the Products or Customer Data;
• comply with applicable professional secrecy, confidentiality, privilege, court, bar, and client-consent obligations; and
• indemnify HAQQ for claims arising from the Customer’s unlawful processing, Customer Data, or breach of this Agreement, subject to Book XIV.

K. Data Subject Rights

HAQQ will facilitate rights requests as required by Applicable Data Protection Laws. Data subject rights may include access, correction, deletion, restriction, portability, objection, withdrawal of consent, and complaint to a supervisory authority.

Requests should be submitted to info@haqq.ai or another address designated by HAQQ. Where HAQQ acts as Processor, HAQQ may refer the request to the Customer and act on the Customer’s documented instructions unless required by law to respond directly. HAQQ may require reasonable identity verification and may reject or charge for repetitive, manifestly unfounded, excessive, or unlawful requests where permitted by law.

L. Subprocessors

The Customer authorizes HAQQ to engage subprocessors in connection with the Services. Subprocessors may include cloud hosting providers, infrastructure providers, data storage providers, analytics providers, payment-interface providers, communications providers, support systems, AI infrastructure providers, identity services, security tools, and other service providers reasonably necessary for the Ecosystem.

HAQQ shall select subprocessors using reasonable diligence and shall enter into written agreements imposing data protection obligations no less protective than those required by Applicable Data Protection Laws. HAQQ shall remain responsible for subprocessor acts and omissions to the extent required by law and this Agreement.

HAQQ shall maintain a subprocessor list or equivalent notice mechanism identifying material subprocessors, their function, and their processing location or region where commercially practicable. HAQQ may provide the list through the Platform, a Trust Center, email notice, contractual schedule, or upon written request.

A Customer may object in good faith to a new subprocessor by notifying HAQQ in writing within fifteen (15) days of notice. The objection must identify a reasonable legal, security, confidentiality, professional-responsibility, or regulatory basis. If the objection cannot reasonably be resolved, HAQQ may make commercially reasonable alternative arrangements or the Customer may terminate only the affected Product or processing activity, without penalty, subject to payment of undisputed fees accrued before termination.

M. Security Measures

HAQQ shall implement and maintain technical and organizational measures appropriate to the risk. Measures may include:

• encryption in transit and at rest;
• role-based access controls;
• tenant isolation;
• logging and monitoring;
• vulnerability management;
• access reviews;
• least-privilege access;
• incident response procedures;
• backup and disaster recovery measures;
• personnel confidentiality obligations;
• security training;
• secure development practices;
• physical and environmental security through hosting providers;
• penetration testing, assessments, audits, or certification reviews where applicable; and
• customer-managed encryption keys where available for applicable subscription tiers.

Any reference to SOC 2, ISO/IEC 27001, ISO/IEC 42001, GDPR, or other frameworks means HAQQ’s security, privacy, and AI-governance program is designed to align with relevant controls or obligations. It is not a representation that every Product, feature, hosting location, partner-hosted deployment, customer-managed environment, beta feature, integration, or third-party service is covered by the same certification or audit scope.

N. International Transfers

HAQQ offers regional data residency where available and hosts data in-region by default where expressly committed in an Order Form, Official Proposal, or platform configuration. Cross-border transfers may occur where necessary for support, security, billing, subprocessor services, redundancy, legal compliance, or operation of the Services.

Where required by Applicable Data Protection Laws, transfers may rely on adequacy decisions, Standard Contractual Clauses, UK addenda, equivalent contractual safeguards, supplementary measures, explicit consent, necessity for contract performance, establishment or defense of legal claims, or other lawful transfer mechanisms.

Where required by Applicable Data Protection Laws, HAQQ will perform or rely on transfer impact assessments, supplementary safeguards, encryption, pseudonymization, access controls, contractual commitments, and legal-environment assessments designed to provide a level of protection appropriate to the transfer.

O. Audit Rights and Compliance Evidence

Business Subscribers may request reasonable compliance evidence relating to HAQQ’s security, confidentiality, and processing obligations. Enterprise Subscribers, regulated Customers, and Customers with a specific legal or regulatory audit obligation may request additional audit materials or audit procedures, subject to confidentiality, security, proportionality, availability, scope, and applicable fees.

HAQQ may provide compliance evidence through executive summaries, certifications, audit summaries, security white papers, trust-center materials, policy summaries, or questionnaires. Full audit reports, penetration-test details, or sensitive security materials may require a mutual nondisclosure agreement and may be redacted to protect security, confidentiality, privilege, or third-party rights.

On-site or remote audits are permitted only in exceptional circumstances where written materials are insufficient to satisfy a mandatory legal or regulatory obligation. Such audits must be limited in scope, conducted no more than once annually unless legally required, subject to at least sixty (60) days’ notice, performed during normal business hours, not disrupt HAQQ operations, and be conducted by independent auditors bound by confidentiality.

P. Breach Notification

A Personal Data Breach means a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data processed by HAQQ.

Upon becoming aware of a confirmed Personal Data Breach affecting Customer Personal Data for which the Customer is Controller, HAQQ will notify the Customer without undue delay and, where feasible, within seventy-two (72) hours. “Becoming aware” means the point at which HAQQ has a reasonable degree of certainty that a breach has occurred and affected Customer Personal Data.

HAQQ’s notice will include, to the extent known: the nature of the breach, categories and approximate number of affected data subjects and records, likely consequences, measures taken or proposed, contact point, and recommendations to mitigate adverse effects. Information may be provided in phases as it becomes available.

Security alerts, unsuccessful attacks, blocked intrusion attempts, routine vulnerability reports, or incidents that do not compromise Customer Personal Data will be handled under HAQQ’s incident response program but will not necessarily constitute Personal Data Breach notice.

The Customer is responsible for determining whether notice to regulators, courts, professional bodies, Clients, or data subjects is required, unless HAQQ has a direct legal obligation to notify. HAQQ will provide reasonable assistance where required.

Each party bears its own costs associated with breach management unless the breach is primarily caused by the other party’s breach of this Agreement or applicable law, in which case the responsible party shall bear reasonable and demonstrable costs, subject to Book XIV.

Q. Retention, Export and Deletion

Unless otherwise required by Applicable Data Protection Laws, legal hold, tax law, audit requirements, sanctions screening obligations, anti-money-laundering obligations, court order, professional obligation, or a separately executed agreement, HAQQ will provide a ninety (90) day export window following termination or expiration of the applicable Subscription for the Customer to retrieve Customer Data.

Following expiry of the ninety (90) day export window, HAQQ will delete, anonymize, or render inaccessible Customer Data from active production systems within a commercially reasonable period, subject to legal, regulatory, security, backup, disaster recovery, billing, audit, dispute, and compliance retention obligations.

Data may persist in encrypted backup or disaster recovery archives for a period not exceeding one (1) year from termination, unless a longer period is required by law, litigation hold, security investigation, disaster recovery integrity, or immutable-backup architecture. Backup data will not be restored to production except for disaster recovery, security, continuity, legal compliance, or investigation purposes. If backup data is restored, HAQQ will re-apply deletion or anonymization procedures in accordance with this Section.

HAQQ may retain Derived Data indefinitely, provided it is irreversibly anonymized or aggregated and does not constitute personal data under Applicable Data Protection Laws.

Upon written request, HAQQ may provide reasonable confirmation of deletion, subject to confidentiality, security, legal, and technical limitations.

R. Data Processing Schedule

• Subject Matter of Processing. HAQQ processes Customer Personal Data to provide, secure, support, maintain, improve, and administer the Products and related Services under this Agreement, applicable Order Forms, Official Proposals, and Statements of Work.
• Duration of Processing. Processing continues for the term of the applicable Subscription or Service and any post-termination retention, export, backup, legal, regulatory, audit, dispute, or compliance period described in this Agreement.
• Nature and Purpose of Processing. Processing may include hosting, storage, retrieval, transmission, indexing, access control, authentication, encryption, support, troubleshooting, billing, analytics using anonymized and aggregated telemetry, AI-assisted retrieval and generation, document processing, matter management, client communication, payment-interface support, migration, integration, and security monitoring.
• Categories of Data Subjects. Data subjects may include Customers, Authorized Users, Account Owners, administrators, employees, contractors, lawyers, legal-service clients, counterparties, witnesses, court personnel, suppliers, contacts, prospective clients, listed professionals, bar association members, End Customers, Partner personnel, and individuals whose data appears in Customer Data.
• Categories of Personal Data. Personal data may include identity data, contact data, authentication data, professional data, account data, CRM data, billing data, matter data, case files, legal documents, communications, metadata, logs, usage data, payment-interface data, KYC or intake data, and other data submitted by the Customer.
• Sensitive Data. Sensitive data may be processed if submitted by the Customer in connection with legal matters, client intake, professional workflows, evidence, litigation, family matters, criminal matters, health-related matters, financial matters, employment matters, or other use cases. The Customer is responsible for ensuring an appropriate legal basis and safeguards for such data.
• Subprocessors. HAQQ may engage subprocessors as described in Section L. The current subprocessor list or equivalent information will be made available through the Platform, Trust Center, written request, or contractual schedule.
• Technical and Organizational Measures. Measures may include encryption in transit and at rest, tenant isolation, access controls, role-based permissions, logging, monitoring, vulnerability management, incident response, backup and disaster recovery controls, personnel confidentiality, training, physical security, and audit procedures.
• Transfers. International transfers are governed by Section N and may rely on adequacy decisions, SCCs, UK addenda, equivalent contractual safeguards, supplementary measures, or other lawful transfer mechanisms.
• Deletion or Return. Return, export, deletion, anonymization, backup retention, and certification of deletion are governed by Section Q and Book XIV.

BOOK IV. e-Firm

A. Scope and Purpose

e-Firm provides digital legal practice management, case and matter management, document management, client relationship management, workflow, task, hearing, milestone, billing, and related functionality. e-Firm is designed to support professional legal workflows but does not provide legal advice, legal representation, court services, or legal outcome guarantees.

B. User Responsibility for Matter Data

The Customer is solely responsible for the accuracy, legality, completeness, relevance, privilege status, retention, and professional treatment of Matter Data entered into or stored in e-Firm. The Customer represents and warrants that Matter Data is collected, submitted, stored, and processed lawfully and with appropriate consents, notices, privileges, authorizations, and professional bases.

C. Confidentiality and Privilege

HAQQ acknowledges that Matter Data may include materials protected by attorney-client privilege, professional secrecy, legal professional privilege, litigation privilege, work-product doctrine, confidentiality obligations, court orders, bar rules, or equivalent protections.

HAQQ shall not access Matter Data except:

• as strictly necessary to provide, secure, support, troubleshoot, maintain, or improve the Services in accordance with this Agreement;
• at the documented instruction or configuration of the Customer or its Administrator;
• through automated processing, indexing, retrieval, or AI-assisted functions enabled by the Customer;
• as required by law, court order, regulator, sanctions obligation, security investigation, or legal process; or
• as otherwise authorized in writing by the Customer.

HAQQ’s limited access to Matter Data for support, security, technical, or legally required purposes shall not be deemed a waiver of privilege, confidentiality, work-product protection, professional secrecy, or any equivalent doctrine. HAQQ will use reasonable measures designed to preserve confidentiality, including access logging, role-based controls, confidentiality obligations for personnel, and need-to-know access limitations.

Customers remain responsible for configuring permissions, supervising access by their own Authorized Users, preserving privilege, applying legal holds where available, and determining whether uploading or processing particular Matter Data is consistent with applicable professional rules.

D. Access and Permissions

e-Firm supports role-based access control. The Customer configures which persons may access particular workspaces, matters, files, tasks, hearings, financial records, or other records. HAQQ is not responsible for the Customer’s internal allocation of permissions, administrator actions, or user access decisions, except to the extent caused by HAQQ’s breach of this Agreement.

E. Audit Trails and Logging

e-Firm may record logs of key activities, including file uploads, downloads, edits, access attempts, permission changes, deletions, and administrative actions. Logs may be made available to the Customer depending on subscription tier, configuration, retention limits, and technical availability.

F. Document Management and Retention

The Customer may define retention schedules, legal holds, and document classifications within e-Firm where the functionality is available. Upon termination, Matter Data is exported, deleted, retained, or anonymized in accordance with Book III and Book XIV.

G. Integrations and Third-Party Tools

e-Firm may interoperate with third-party services, including document editing tools, e-signature tools, communication tools, payment tools, storage services, court-filing systems, or other integrations. Use of third-party tools is subject to third-party terms. HAQQ is not responsible for third-party tools not operated by HAQQ, except to the extent expressly agreed in writing.

H. Professional Obligations

HAQQ provides technology tools only. HAQQ does not provide legal advice, legal representation, legal opinions, legal services, court services, professional certification, bar regulation, or outcome guarantees. Users remain solely responsible for professional judgment, client advice, filings, deadlines, court compliance, bar compliance, confidentiality, conflicts, privilege, engagement terms, and supervision of staff and technology use.

This professional-responsibility framework applies consistently across e-Firm, Legal AI, e-Client, Legal Directory, eBar, eWallet-related professional workflows, and any other Product used in connection with legal or professional services.

I. Limitations Specific to e-Firm

HAQQ is not liable for:

• Matter Data lost, corrupted, or misused due to Customer misconfiguration, user error, or failure to export or maintain independent copies where appropriate;
• professional, ethical, regulatory, confidentiality, privilege, or malpractice issues arising from the Customer’s use of Matter Data;
• reliance on automated reminders, deadline calculators, workflows, or status indicators without independent verification;
• third-party integrations not controlled by HAQQ; or
• Customer failure to configure permissions, retention, or legal holds appropriately.

These limitations supplement Book XIV.

J. Service Levels

e-Firm availability is governed by Book XII and any applicable Product-specific SLA, Order Form, or Official Proposal. HAQQ will use commercially reasonable efforts to make e-Firm available at least 99.5% of the time in any calendar month, excluding Permitted Downtime, unless a different commitment is stated in the applicable Order Form or Official Proposal.

BOOK V. LEGAL AI

A. Definition and Scope

Legal AI refers to HAQQ’s artificial intelligence capabilities made available within the Ecosystem, including AI Agent, Firm Digital Twin, retrieval, document understanding, summarization, drafting assistance, extraction, classification, workflow automation, contextual recommendations, and related AI-enabled features.

Legal AI is assistive technology. It does not provide independent legal advice, legal representation, advocacy, licensed professional services, court services, or outcome guarantees. Legal AI outputs may be incomplete, inaccurate, biased, outdated, inapplicable, or unsuitable for a particular matter. Users must apply professional judgment and human review before relying on outputs.

B. Inclusions

Legal AI may include:

• interactive AI assistance embedded within the Platform;
• search and retrieval of documents, records, and metadata within authorized data sources;
• document parsing, understanding, summarization, and extraction;
• drafting assistance for documents, correspondence, templates, memoranda, contracts, reports, and workflows;
• task routing, workflow automation, and in-product actions where enabled;
• contextual recommendations and analytics; and
• tenant-level Digital Twin functionality.

Digital Twin means tenant-level AI-assisted functionality that uses Customer-authorized data sources, configurations, permissions, retrieval indexes, workflow patterns, and contextual signals within the Customer’s own tenant to generate outputs aligned with the Customer’s authorized knowledge base and operating style. The Digital Twin does not train, fine-tune, or contribute Customer Data to any cross-customer, foundation, or third-party model.

C. Exclusions

Legal AI does not include:

• independent legal advice, advocacy, or representation;
• attorney-client relationship creation between HAQQ and any User or Client;
• guarantee of accuracy, completeness, enforceability, procedural correctness, or legal outcome;
• substitute for licensed human professional review;
• use outside the Platform or for purposes not authorized by HAQQ;
• regulated decision-making without required human oversight; or
• professional responsibility compliance on behalf of the Customer.

D. Customer Controls and Responsibilities

The Customer controls whether to enable Legal AI features, what data sources may be used, which Users may access Legal AI, what outputs may be generated, and which workflows may be automated.

The Customer is responsible for determining whether a particular AI use is appropriate for the Customer’s jurisdiction, professional obligations, regulatory environment, risk classification, client engagement terms, confidentiality duties, and human-review requirements.

The Customer shall not use Legal AI as the sole basis for legal advice, court filings, client communications, regulatory submissions, high-impact decisions, professional judgments, or rights-affecting determinations without appropriate human review by a qualified person.

E. Data Processing and Zero Data Training

Legal AI may process Customer Data only as authorized by the Customer and subject to Book III. Processing Customer Data for Legal AI includes retrieval, indexing, search, summarization, drafting assistance, classification, extraction, contextual prompting, tenant-specific configuration, permission-aware generation, and display of outputs within the Customer’s tenant. Such processing is distinct from model training or fine-tuning.

HAQQ does not use Customer Data, Matter Data, prompts, AI inputs, AI outputs, User content, Client Data, or support data to train, fine-tune, improve, or update any foundation model, cross-customer model, third-party model, or competing product, unless the Customer expressly agrees in a separately signed written agreement and such use is lawful.

HAQQ may use irreversibly anonymized and aggregated telemetry to monitor service performance, reliability, abuse, latency, capacity, and security, provided such telemetry does not include Customer content, identify a Customer, identify a data subject, or reconstruct Customer Data.

F. Payments, Credits and Usage Fees

Legal AI may be subject to usage-based fees, capacity pricing, subscription tiers, token or credit allotments, fair-use limits, overage fees, or other pricing set out in the applicable Order Form or Official Proposal.

Credits are an internal unit of consumption for Legal AI usage. HAQQ may define, set, vary, and update the value of Credits and the rate at which actions consume them, subject to notice requirements in the applicable Order Form or Book XIV. Legal AI packages may include Credit allotments for each subscription period. Users may purchase additional Credits where available.

Unless the applicable Order Form or mandatory law provides otherwise, Credits reset at the start of each subscription period, unused Credits do not roll over, accumulate, or stack, and Credits are non-transferable, have no cash value, and are non-refundable. The foregoing is subject to any non-waivable consumer protection, unfair contract terms, cooling-off, refund, or mandatory statutory rights applicable to Personal Subscribers or other protected users.

G. Human Oversight

Users must apply risk-appropriate human oversight. Higher-risk uses, including court submissions, legal advice, regulatory analysis, client-facing communications, settlement analysis, deadline calculation, rights-affecting decisions, and professional opinions, require review by a qualified human professional before use or reliance.

Users remain responsible for verifying citations, authorities, dates, calculations, deadlines, jurisdictional applicability, procedural requirements, confidentiality, privilege, ethics, and final content.

H. Limitations Specific to Legal AI

To the maximum extent permitted by law, HAQQ is not liable for:

• inaccuracies, omissions, hallucinations, errors, or bias in AI outputs;
• reliance on AI outputs without human review;
• professional, ethical, disciplinary, regulatory, or malpractice consequences of AI use;
• failure to verify legal authorities, deadlines, citations, or facts;
• use of AI outputs outside the Platform or outside authorized purposes; or
• Customer-supplied data errors, incomplete context, or misconfigured data sources.

These limitations supplement Book XIV.

I. Service Levels

HAQQ will use commercially reasonable efforts to make Legal AI available at least 99.0% of the time in any calendar month, excluding Permitted Downtime, unless a different commitment is stated in the applicable Order Form or Official Proposal. Response time objectives are aspirational and may vary based on system load, input complexity, third-party model availability, retrieval volume, and integration status.

For Legal AI restoration, the Recovery Point Objective applies to applicable tenant configuration data, retrieval index state, or service state necessary to restore Legal AI functionality, excluding Customer Data retained under applicable backup and disaster recovery commitments in Book III and any Product-specific terms.

BOOK VI. e-Client

A. Definition and Scope

e-Client is HAQQ’s client-facing portal functionality designed to facilitate digital interaction between a Client and the Business Subscriber providing legal or professional services. e-Client may support onboarding, KYC workflows, secure messaging, file exchange, task visibility, invoice review, payment-interface functionality, and personal legal archive features.

B. Inclusions

e-Client may include:

• Client identity and login;
• secure messaging and file exchange;
• matter, task, status, and deadline visibility as configured by the Business Subscriber;
• invoice review and payment-interface access;
• intake, onboarding, and KYC workflows; and
• personal archive functionality.

C. Exclusions

e-Client does not include legal advice, legal representation, court filing, court decision-making, adjudicatory functions, governmental services, case outcome guarantees, or professional services by HAQQ.

D. Business Subscriber Responsibilities

Business Subscribers remain responsible for configuring what Clients may see, upload, download, approve, pay, sign, message, or rely upon through e-Client. HAQQ is not responsible for the legal effect of any communication, document exchange, payment instruction, client instruction, approval workflow, or engagement-management step unless expressly agreed in a signed agreement.

Business Subscribers are responsible for client onboarding, identity verification, AML/CTF compliance, sanctions compliance, engagement letters, conflicts, confidentiality, privilege, fee arrangements, professional conduct, and client communications.

E. Communications and Confidentiality

Communications exchanged via e-Client are processed in accordance with Book III. Business Subscribers are responsible for ensuring that communications with Clients do not waive privilege, breach confidentiality, or violate professional rules. HAQQ does not monitor the substance of communications except as necessary for technical support, security, abuse prevention, or legal compliance.

F. Service Levels

e-Client service levels are governed by Book XII and any applicable Order Form or Official Proposal. HAQQ will use commercially reasonable efforts to make e-Client available at least 99.5% of the time in any calendar month, excluding Permitted Downtime, unless otherwise stated.

BOOK VII. LEGAL DIRECTORY / HIRE YOUR LAWYER

A. Definition and Scope

The Legal Directory, also known as Hire Your Lawyer, is HAQQ’s professional directory and matchmaking functionality that may allow Users to discover, search, review, contact, or engage participating lawyers, law firms, or professionals.

B. Inclusions

The Legal Directory may include searchable profiles, practice-area listings, jurisdiction filters, language filters, inquiry workflows, consultation requests, intake links, e-Client onboarding, and payment-interface features where available.

C. Exclusions and No Endorsement

HAQQ does not provide legal services through the Legal Directory. HAQQ does not endorse, certify, accredit, regulate, supervise, insure, or guarantee any lawyer, law firm, professional, listing, credential, fee, response time, engagement, advice, or outcome.

HAQQ does not guarantee that any listed lawyer or firm is licensed, insured, available, conflict-free, qualified for a specific matter, in good standing, or suitable for a particular Client, except to the extent HAQQ expressly states in writing that a specific verification has been performed.

Users should independently verify licensing, bar status, insurance, disciplinary history, conflicts, fees, scope of engagement, and local-law requirements before engaging any professional listed in the Legal Directory.

D. Profile Responsibility

Listed professionals are solely responsible for the truthfulness, accuracy, completeness, currency, lawfulness, and professional compliance of their profiles. By submitting a profile, the professional represents and warrants that the information is accurate, not misleading, and compliant with applicable advertising, solicitation, bar, professional conduct, and consumer protection rules.

E. Independent Engagements

All legal service engagements initiated through the Legal Directory are independent agreements between the Client and the selected professional or firm. HAQQ is not a party to such engagement and is not responsible for advice, fees, malpractice, conflicts, professional conduct, or disputes arising from the engagement.

F. Service Levels

Legal Directory service levels are governed by Book XII and any applicable Order Form or Official Proposal. HAQQ will use commercially reasonable efforts to maintain the Legal Directory’s core search and listing functions at 99.5% monthly availability, excluding Permitted Downtime, unless otherwise stated.

BOOK VIII. eBar

A. Definition and Scope

eBar is a digital platform functionality for bar associations, professional associations, governmental bodies, institutional partners, or similar organizations. eBar may support online service requests, digital payments through eWallet rails, remote voting, membership workflows, records automation, internal operations, and member communication.

HAQQ provides the technology layer only. Where eBar is deployed with an institutional partner, that partner determines the purposes and means of processing member data and generally acts as Controller, while HAQQ acts as Processor unless otherwise agreed.

B. Inclusions

eBar may include membership workflows, service requests, fee collection interfaces, remote voting, operational automation, records management, and institutional reporting.

C. Exclusions

eBar does not include regulatory decision-making, licensing, disciplinary authority, professional accreditation, fund custody, legal advice, or legal services. Such functions remain with the competent institution, authority, Payment Partner, or professional body.

D. Responsibilities

The institutional partner is responsible for lawful basis, membership eligibility, voting rules, regulatory authority, member notices, professional obligations, and accuracy of records. HAQQ processes member data only in accordance with this Agreement, the applicable institutional agreement, and documented instructions.

E. Service Levels and Liability

eBar service levels are governed by Book XII unless an institutional agreement provides otherwise. HAQQ’s liability for eBar is limited by Book XIV and any applicable institutional agreement. Payments within eBar are subject to Book IX and Payment Partner terms.

BOOK IX. eWALLET

A. Definition and Scope

eWallet is a technology and user-experience layer that may surface payment, invoicing, fee collection, trust-account tracking, client-account tracking, payroll, internal lawyer-to-lawyer settlement, bar-fee payment, card functionality, and related payment-interface features. All custody, holding, safeguarding, transmission, settlement, card issuance, regulated payment activity, and fund movement are performed by the applicable Payment Partner.

HAQQ is not a bank, payment institution, electronic-money institution, money transmitter, card issuer, custodian, escrow agent, trustee, fiduciary, or holder of client money. HAQQ provides only the technology interface and is not a party to any fund flow unless expressly stated in writing.

B. Availability and Payment Partner Terms

eWallet availability, features, supported currencies, supported payment methods, card issuance, settlement timing, trust-account functionality, client-money functionality, and payment flows depend on jurisdiction, Payment Partner availability, onboarding approval, KYC/KYB checks, AML/CTF screening, sanctions screening, bank availability, card-network rules, and applicable law.

Payment Partner terms, privacy notices, KYC requirements, risk controls, transaction limits, chargeback rules, settlement rules, and account restrictions may apply in addition to these Terms.

C. Responsibilities

The Payment Partner is solely responsible for regulated payment services, custody and movement of funds, settlement, safeguarding, licensing, AML/CTF compliance for payment services, KYC/KYB obligations, card processing, and related payment compliance.

Users are solely responsible for determining whether use of eWallet features complies with trust-account rules, client-money rules, bar rules, professional conduct obligations, escrow obligations, client-consent requirements, fee-agreement terms, tax rules, and local payment regulations applicable to the User.

D. Limitations of Liability

HAQQ is not responsible for custody, holding, safeguarding, transmission, settlement, chargebacks, reversals, payment delays, card-network decisions, Payment Partner insolvency, or Payment Partner acts or omissions, except to the extent a loss is directly caused by HAQQ’s fraud, willful misconduct, gross negligence, or material breach of its own technology-layer obligations under these Terms.

HAQQ’s liability is otherwise governed by Book XIV.

E. Service Levels

eWallet technology-layer service levels are governed by Book XII. Availability and performance of fund movement, settlement, card issuance, and Payment Partner systems are the responsibility of the applicable Payment Partner.

BOOK X. CUSTOMIZATION SERVICES

A. Definition and Scope

Customization Services are professional services performed by HAQQ to configure, localize, extend, integrate, or adapt the Customer’s use of the Products. Customization Services are governed by a Statement of Work, Order Form, or Official Proposal that defines scope, deliverables, assumptions, acceptance criteria, timelines, responsibilities, and fees.

B. Inclusions

Customization Services may include configuration, workflow design, taxonomy mapping, template setup, document automation setup, dashboards, reporting, light UI adjustments, approved connectors, integrations, and knowledge-transfer sessions.

C. Exclusions

Unless expressly stated in the SOW, Customization Services do not include core product feature changes, unsupported code modification, reverse engineering, governmental digitization programs, custom engineering beyond approved boundaries, third-party procurement, third-party licensing, legal advice, or regulated services.

D. Delivery, Acceptance and Change Requests

HAQQ will deliver Customization Services in accordance with the applicable SOW. Any request that materially changes scope, assumptions, specifications, integrations, deliverables, timelines, data volumes, third-party dependencies, acceptance criteria, or implementation effort will be handled through a written change request, revised SOW, or written approval by both parties.

Unless the SOW states otherwise, the Customer shall review each deliverable within ten (10) business days after delivery. If the Customer does not provide a written rejection notice identifying specific non-conformities within that period, the deliverable will be deemed accepted.

If the Customer timely rejects a deliverable, HAQQ will use commercially reasonable efforts to correct material non-conformities against the SOW. Rejection may not be based on new requirements, subjective preferences not stated in the SOW, third-party failures, Customer-caused delays, unsupported modifications, or Customer data issues.

HAQQ is not responsible for delay, non-performance, additional cost, or failed acceptance to the extent caused by the Customer’s failure to provide timely access, credentials, data, personnel, approvals, decisions, environments, third-party cooperation, or accurate requirements.

E. Intellectual Property

Unless the SOW expressly states otherwise, HAQQ retains ownership of all Platform configurations, accelerators, connectors, scripts, mappings, methodologies, templates, tools, know-how, reusable components, and HAQQ IP developed or deployed in connection with Customization Services.

The Customer retains ownership of Customer Data, Customer Materials, and firm-specific materials developed exclusively from Customer-provided materials and expressly designated as Customer property in the SOW.

To the extent deliverables incorporate HAQQ IP, HAQQ grants the Customer a non-exclusive, non-transferable, worldwide license to use such deliverables solely in connection with the Products and during the applicable subscription term.

F. Fees and Payment

Fees are set out in the applicable SOW, Order Form, or Official Proposal and may be fixed-fee, milestone-based, or time-and-materials. Payments are due within thirty (30) days of invoice unless otherwise stated. Pre-approved travel and out-of-pocket expenses may be billed at cost.

G. Warranty and Remedies

HAQQ warrants that Customization Services will be performed in a professional and workmanlike manner consistent with industry standards. The Customer’s exclusive remedy for breach of this warranty is re-performance of deficient services or refund of fees paid for the deficient services, at HAQQ’s option. HAQQ is not responsible for outcomes dependent on Customer data, Customer configuration, unsupported modifications, third-party systems, or Customer delays.

BOOK XI. ELITE SUPPORT

A. Definition and Scope

Elite Support is HAQQ’s premium support tier, available to Customers who purchase it through an Order Form, Official Proposal, or support policy. Elite Support supplements standard support and may provide enhanced responsiveness, senior resource allocation, escalation pathways, customer success management, health reviews, enablement sessions, and release coordination.

B. Exclusions

Unless expressly included in the Order Form, Elite Support does not include Customization Services, Data Migration, large-scale implementation, custom development, legal advice, on-site staffing, or support for third-party products not controlled by HAQQ.

C. Service Levels

Elite Support service levels are set out in the applicable Order Form, support policy, or Book XII. Unless otherwise stated, Severity 1 support requests receive priority response, Severity 2 requests receive elevated business-hour response, and lower-severity requests are handled within commercially reasonable timeframes.

D. Customer Responsibilities

The Customer must maintain current support contacts, follow HAQQ’s case submission process, provide accurate severity classifications, provide diagnostic information, cooperate in troubleshooting, and ensure support use is reasonable. Excessive or abusive support usage may require scope adjustment or additional fees.

E. Fees and Renewal

Elite Support is billed as a subscription add-on unless otherwise stated. Elite Support renews with the base subscription unless either party gives thirty (30) days’ prior written notice of non-renewal, subject to the applicable Order Form, Official Proposal, support policy, and any non-waivable cancellation, renewal-notice, or consumer-protection requirements.

F. Warranty and Remedies

HAQQ warrants that Elite Support will be provided with commercially reasonable skill and care. HAQQ does not warrant that all errors will be corrected or that operation will be uninterrupted or error-free. Remedies are limited to re-performance, service credits, or refund of the affected support fees where applicable.

BOOK XII. SERVICE LEVELS, MAINTENANCE & REMEDIES

A. Purpose and Scope

This Book establishes baseline commitments for service availability, maintenance, response targets, and remedies. Product-specific SLAs, Order Forms, or Official Proposals may supplement or modify these commitments. Where a Product-specific SLA provides a stricter obligation, the stricter obligation applies to the relevant Product.

B. Availability Target

Unless otherwise stated, HAQQ will use commercially reasonable efforts to maintain 99.5% monthly availability for core Ecosystem functionality, excluding Permitted Downtime.

Permitted Downtime includes scheduled maintenance, emergency maintenance, Force Majeure events, Customer-caused downtime, third-party services not controlled by HAQQ, Payment Partner outages, customer-managed environment issues, partner-hosted environment issues, beta features, and suspension due to Customer breach.

C. Maintenance

HAQQ will provide at least forty-eight (48) hours’ prior notice of planned maintenance where reasonably feasible. Emergency maintenance may be conducted without prior notice where necessary to remediate vulnerabilities, address service degradation, protect security, or preserve platform integrity.

D. Support Response Targets

Unless otherwise specified in a Product-specific SLA or support policy:

• Severity 1 Critical Production Outage: initial response within one (1) hour; continuous commercially reasonable efforts until restoration or workaround.
• Severity 2 Major Functionality Impaired: initial response within four (4) business hours.
• Severity 3 Degraded Performance / Non-Critical Defect: initial response within one (1) business day.
• Severity 4 General Question / Feature Request: response within three (3) business days.

Response targets are support objectives, not guaranteed resolution times, unless expressly stated otherwise.

E. Service Credits

If actual availability in a given calendar month falls below the applicable target for reasons attributable to HAQQ, the Customer may request a Service Credit equal to 5% of the monthly subscription fee for the affected Product for each full 1% below the target, capped at 25% of the monthly fee for that affected Product for that month, unless a Product-specific SLA, Order Form, or Official Proposal states otherwise.

Service Credits must be requested in writing within thirty (30) days of the relevant month-end. Service Credits apply only to the affected Product, environment, or functionality and only to fees attributable to the affected Product during the affected period. Unless a Product-specific SLA, Order Form, or Official Proposal expressly provides otherwise, Service Credits do not require two consecutive months of non-compliance.

F. Exclusive Remedy for Uptime Failures

Service Credits constitute the Customer’s exclusive monetary remedy for failure to meet uptime commitments under this Book. They do not limit remedies available for confidentiality breaches, data protection breaches, IP infringement, payment obligations, fraud, willful misconduct, gross negligence, or any liability that cannot be excluded or limited under applicable law.

BOOK XIII. DATA MIGRATION

A. Definition and Scope

Data Migration Services are professional services performed by HAQQ to transfer Customer Data onto the Platform. They may include migration of physical records, digital records, third-party CRM data, legacy systems, files, databases, templates, and workflows. Data Migration Services are ancillary services and do not form part of the core subscription unless expressly purchased.

B. Fees

Data Migration Services are billed as set out in the applicable SOW, Order Form, or Official Proposal. Fees may depend on data quality, accessibility, formatting, volume, complexity, third-party cooperation, and completeness of Customer data sources.

C. Confidentiality and Security

Customer data accessed during Data Migration is Confidential Information. HAQQ will use such information only as necessary to perform Data Migration, as required by law, or as authorized by the Customer. HAQQ shall apply technical and organizational measures appropriate to the risk, including secure transfer methods, access controls, confidentiality obligations, and secure deletion or return upon completion, subject to legal and regulatory retention obligations.

D. Customer Responsibilities

The Customer is responsible for providing accurate data, access credentials, mapping instructions, third-party cooperation, source-system documentation, permissions, consents, and decisions needed for migration. HAQQ is not responsible for delays, errors, omissions, or increased fees caused by incomplete, inaccurate, inaccessible, corrupt, inconsistent, or unlawfully provided Customer data.

E. Non-Solicitation and Misappropriation

For two (2) years following completion of Data Migration, HAQQ shall not, without the Customer’s written consent, solicit or engage directly with the Customer’s clients, affiliates, or referred parties for services unrelated to the Ecosystem, or solicit for hire employees or contractors of the Customer involved in the migration project. This does not restrict HAQQ’s right to provide services to customers generally, provided HAQQ does not use Customer Confidential Information.

F. Survival

Confidentiality, security, non-solicitation, data protection, and data deletion obligations survive completion or termination of Data Migration Services.

BOOK XIV. COMMERCIAL TERMS, ACCEPTABLE USE, DISCLAIMERS & OTHER TERMS

A. Subscriptions, Billing and Taxes

Subscriptions are sold on a monthly, annual, multi-annual, usage-based, capacity-based, or other basis specified in the applicable Order Form or Official Proposal. Fees are invoiced in advance unless otherwise stated and are non-refundable except as expressly provided in this Agreement, an Order Form, Official Proposal, SOW, or mandatory law.

The Customer is responsible for applicable taxes, duties, levies, withholdings, bank charges, and governmental assessments, except for taxes based on HAQQ’s net income. If HAQQ is required to collect, withhold, or remit any such amount, HAQQ may add it to the invoice or require gross-up to the extent permitted by law and the applicable Order Form or Official Proposal.

B. Overages and Changes

Adding users, seats, modules, environments, storage, transactions, Credits, usage, support, or other units during a subscription term may result in pro-rated or additional fees. HAQQ may revise pricing for renewals by giving at least thirty (30) days’ notice before renewal unless the applicable Order Form provides otherwise.

C. Suspension for Non-Payment or Misuse

HAQQ may suspend, restrict, throttle, or terminate access if:

• undisputed invoices remain unpaid thirty (30) days after due date;
• the Customer breaches the Acceptable Use Policy;
• use creates legal, security, regulatory, operational, AI safety, payment, or reputational risk;
• credentials are compromised;
• continued access may harm HAQQ, another customer, a Partner, Payment Partner, or third party;
• suspension is required by law, court order, regulator, Payment Partner, sanctions requirement, or hosting provider; or
• the Customer materially breaches this Agreement.

Suspension does not relieve payment obligations. HAQQ will use reasonable efforts to provide notice and opportunity to cure where appropriate and legally permissible.

D. Intellectual Property

HAQQ and its licensors retain all rights, title, and interest in the Ecosystem, Products, software, models, prompts, workflows, APIs, documentation, templates, designs, trademarks, service marks, logos, methodologies, know-how, and HAQQ technology.

The Customer retains ownership of Customer Data and Customer Materials. The Customer grants HAQQ a limited, worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, analyze, and use Customer Data and Customer Materials solely as necessary to provide, secure, support, maintain, and administer the Services and as otherwise authorized by this Agreement.

Feedback, suggestions, ideas, improvements, or recommendations may be used by HAQQ without restriction or obligation, provided HAQQ does not disclose Customer Confidential Information.

E. Confidentiality

Each party shall protect the other party’s Confidential Information using at least reasonable care and shall use it only for performance under this Agreement. Disclosure is permitted to affiliates, employees, contractors, advisors, agents, subprocessors, and service providers who need to know and are bound by confidentiality obligations, or as required by law with prior notice where legally permitted.

Confidentiality obligations do not apply to information that becomes public without breach, was lawfully known before disclosure, is independently developed without use of Confidential Information, or is lawfully received from a third party without restriction.

F. Warranties and Disclaimers

HAQQ warrants that it will provide the Services in a professional and workmanlike manner consistent with industry standards. Except for the express warranties in this Agreement, the Services are provided “as is” and “as available.”

To the fullest extent permitted by law, HAQQ disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, uninterrupted operation, error-free operation, and fitness for a legal, regulatory, or professional purpose.

HAQQ is not a law firm and does not provide independent legal advice. Legal AI and other AI outputs are assistive tools only. Customers and Users remain responsible for independent professional judgment, legal review, factual verification, and compliance.

G. Indemnities

HAQQ will defend and indemnify the Customer against third-party claims alleging that the Services, as provided by HAQQ and excluding Customer Materials, Customer Data, unsupported modifications, or third-party integrations, infringe or misappropriate third-party intellectual property rights.

The Customer will defend and indemnify HAQQ against third-party claims arising from Customer Data, Customer Materials, use of the Services in violation of law or this Agreement, Customer professional services, Customer configurations, unsupported modifications, or combinations not provided by HAQQ.

The indemnified party shall provide prompt written notice, reasonable cooperation, and control of the defense to the indemnifying party, except that failure to provide prompt notice relieves the indemnifying party only to the extent materially prejudiced. The indemnifying party may not settle a claim in a manner that admits fault, imposes non-monetary obligations, restricts business operations, or fails to provide a full release of the indemnified party without prior written consent, not to be unreasonably withheld.

HAQQ’s IP indemnity does not apply to claims arising from Customer Materials, Customer Data, third-party integrations, unsupported modifications, Customer instructions, use outside the Agreement, use after HAQQ provides a non-infringing alternative, or combinations not provided by HAQQ.

H. Limitation of Liability

Neither party shall be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, loss of goodwill, loss of data, business interruption, loss of anticipated savings, or loss of opportunity, whether in contract, tort, strict liability, negligence, or otherwise, even if advised of the possibility.

Each party’s total aggregate liability for all claims in any twelve (12) month period shall not exceed the total fees paid or payable by Customer to HAQQ for the Services giving rise to the claim during that period.

These limitations do not apply to liability that cannot be excluded or limited under applicable law, payment obligations, fraud, willful misconduct, gross negligence, intentional misconduct, indemnity obligations, material breach of confidentiality, infringement or misuse of the other party’s intellectual property, or any additional carveout expressly stated in an Order Form, Official Proposal, DPA, or applicable law.

I. Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, pandemics, governmental actions, court orders, regulatory actions, failures of third-party networks, hosting providers, utilities, Payment Partners, AI infrastructure providers, or communications systems. Performance is excused for the duration of the Force Majeure event.

J. Term and Termination

The term begins on acceptance and continues for the subscription term stated in the applicable Order Form or Official Proposal. Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice, unless a shorter period is required for legal, security, payment, or platform-integrity reasons.

Upon expiration or termination:

• HAQQ will provide a ninety (90) day export window to retrieve Customer Materials, Customer Data, and Customer Personal Data, subject to applicable fees, security requirements, legal holds, and technical limitations.
• After the export window, HAQQ will delete, anonymize, or render inaccessible Customer Data from production systems in accordance with Book III.
• Backup, disaster recovery, audit, tax, billing, security, legal, and compliance copies may be retained in accordance with Book III.
• Termination does not relieve either party of accrued payment obligations, confidentiality obligations, data protection obligations, indemnities, audit rights, IP obligations, limitations of liability, or provisions intended to survive.

K. No Money Back Guarantee

No money-back guarantee applies under this Agreement. Promotional programs or legacy guarantees are retired unless expressly confirmed in a current Order Form or Official Proposal. Nothing in this Section limits any refund, cancellation, cooling-off, service-credit, statutory, or non-waivable right expressly required by applicable law or expressly provided in an Order Form, Official Proposal, SOW, or Product-specific Book.

L. Changes to Terms

HAQQ may update these Terms from time to time. Material changes will be notified in writing at least thirty (30) days in advance and will take effect at the next renewal unless earlier required by law, security, compliance obligations, third-party service changes, or urgent operational necessity.

Non-material changes, clarifications, formatting corrections, typographical corrections, URL updates, policy reorganization, and changes that do not materially reduce Customer rights or materially increase Customer obligations may take effect upon posting.

If HAQQ makes a material change during an active Subscription that materially and adversely affects the Customer’s rights or obligations, and the change is not required by law, security, compliance, or third-party service changes, the Customer may object within thirty (30) days after notice. If the parties cannot resolve the objection, the Customer may terminate the affected Product at the end of the then-current subscription period or earlier if required by mandatory law.

M. Export Control and Sanctions Compliance

The Customer represents that neither it nor its Authorized Users are located in, organized under the laws of, or acting on behalf of a country, entity, or person subject to comprehensive sanctions or listed on a sanctions or restricted parties list. The Customer shall comply with all applicable export control, sanctions, trade restrictions, anti-bribery, anti-corruption, AML/CTF, and procurement laws.

N. Acceptable Use Policy

Users shall access and use the Ecosystem only for lawful, authorized, professional, and policy-compliant purposes. Users shall not, and shall not permit any third party to:

• use the Ecosystem for unlawful, fraudulent, deceptive, harmful, abusive, defamatory, harassing, discriminatory, exploitative, or malicious purposes;
• upload, transmit, store, or process malware, ransomware, viruses, worms, logic bombs, harmful code, credential-harvesting tools, or materials designed to disrupt, damage, or gain unauthorized access to systems or data;
• interfere with, disrupt, overload, scrape, crawl, benchmark for competitive purposes, reverse engineer, decompile, bypass, probe, scan, or test the vulnerability of the Ecosystem except as expressly authorized in writing by HAQQ;
• attempt to bypass authentication, authorization, rate limits, AI safety controls, access controls, tenant isolation, logging, monitoring, billing controls, payment controls, or security restrictions;
• share accounts, sell access, sublicense access, create unauthorized accounts, impersonate another person, misrepresent identity or authority, or use false registration information;
• use the Products to provide legal advice, legal services, regulated services, payment services, escrow services, trust services, or professional services where the User lacks the necessary license, authority, supervision, or client consent;
• use Legal AI to generate or rely on outputs for court filings, legal advice, rights-affecting decisions, regulatory submissions, high-impact decisions, or client-facing professional work without appropriate human review;
• submit Customer Data, prompts, AI inputs, AI outputs, Matter Data, User Data, or support data to train, fine-tune, or improve any third-party model or competing product unless expressly authorized in writing by HAQQ and permitted by applicable law;
• violate sanctions, export-control, anti-bribery, anti-corruption, anti-money-laundering, counter-terrorism financing, procurement, competition, privacy, cybersecurity, consumer protection, or professional conduct laws;
• use the Ecosystem to infringe, misappropriate, or violate intellectual property, confidentiality, privacy, publicity, data protection, professional secrecy, court, contractual, or third-party rights;
• upload data that the User is not authorized to process, disclose, store, transmit, or analyze through the Ecosystem; or
• use the Ecosystem in a manner that creates legal, security, reputational, operational, regulatory, safety, or platform-integrity risk for HAQQ, another customer, a Partner, a Payment Partner, or any third party.

HAQQ may investigate suspected violations and may suspend, restrict, throttle, quarantine, remove, or terminate access where HAQQ reasonably believes use of the Ecosystem violates this Agreement, threatens security, creates legal or regulatory risk, may harm another customer or third party, or may expose HAQQ to liability.

HAQQ may monitor use for security, abuse prevention, compliance, billing, and operational purposes, but does not undertake a general obligation to monitor Customer Data or User content. Users shall promptly notify HAQQ of suspected misuse, unauthorized access, credential compromise, security incidents, unlawful content, AI safety issues, or violations of this Acceptable Use Policy.

O. Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. This governing-law clause applies to contractual interpretation and does not displace any mandatory privacy, consumer protection, employment, professional responsibility, cybersecurity, payment services, sanctions, export-control, court, regulatory, or other law that cannot be waived by contract.

P. Jurisdiction and Venue

The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for disputes arising out of or relating to this Agreement, subject to any separately executed agreement between HAQQ and the Customer.

Nothing prevents either party from seeking injunctive or equitable relief in any competent court to protect intellectual property, confidentiality, security, data, or platform integrity, nor does it restrict the jurisdiction of competent regulators, supervisory authorities, bar authorities, payment regulators, or courts where mandatory law provides otherwise.

Q. Severability

If any provision of this Agreement is invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be modified, severed. The remaining provisions remain in full force.

BOOK XV. PARTNER AND RESELLER AGREEMENTS

A. Scope and Application

This Book governs the terms on which a Partner markets, resells, distributes, refers, implements, supports, hosts, integrates, or otherwise facilitates provision of the Products to an End Customer, and the terms on which an End Customer acquires, accesses, or uses Products through or in connection with a Partner.

This Book applies across all Partners, End Customers, Products, and countries unless a duly executed Partner Agreement or agreement between HAQQ and the End Customer expressly states otherwise. This Book supplements and does not limit the other Books.

B. Partner Roles

A Partner acts as an independent contractor. No Partner is an employee, agent, joint venturer, fiduciary, franchisee, legal representative, or general commercial representative of HAQQ. No Partner may bind HAQQ, make commitments on HAQQ’s behalf, incur obligations for HAQQ, or represent authority to do so except to the limited extent expressly stated in a Partner Agreement and reflected in an Official Proposal.

A Partner is authorized only for the role, Products, territory, customer type, market segment, and activities stated in its Partner Agreement. Any activity outside that authorization does not bind HAQQ.

C. Official Proposal Requirement and Verification

HAQQ is bound by a partner-originated transaction only where the transaction is set out in an Official Proposal generated through HAQQ’s official proposal system, carrying a valid Quote ID and Verification Link, and accepted while valid and before expiry.

The End Customer and Partner should verify an Official Proposal before signing, paying, commencing implementation, provisioning users, relying on pricing, or making procurement commitments. The Verification Link is the authoritative method for confirming whether a partner-originated quote is genuine and current.

No quotation, discount, price, commitment, representation, warranty, undertaking, service level, roadmap statement, deployment promise, support commitment, tax statement, procurement term, or other term not contained in a verifiable Official Proposal binds HAQQ, regardless of whether it appears in a Partner email, proposal, purchase order, local contract, invoice, slide deck, message, spreadsheet, or order confirmation.

D. Commercial Structure

The commercial terms of each partner-originated transaction are those stated in the applicable Official Proposal, including Products ordered, quantities, pricing, currency, taxes, term, renewal, billing frequency, hosting model, support responsibilities, special conditions, and assumptions.

Unless the Official Proposal states otherwise, unused AI Credits, seats, support hours, implementation services, discounts, promotional credits, and unused entitlements are not refundable, transferable, or rolled over after the applicable term, subject to mandatory law.

Partner economics, including margins, discounts, referral fees, commissions, rebates, revenue shares, and incentives, are matters between HAQQ and the Partner. The End Customer has no right to receive, audit, set off, claim, or enforce Partner economics unless the Official Proposal states otherwise.

E. Acceptance, Authority and Flow-Down

By accepting an Official Proposal, the End Customer confirms that it has read, understood, and accepted these Terms. These Terms govern the End Customer’s access to and use of the Products regardless of Partner involvement and prevail over conflicting Partner documents with respect to HAQQ, Products, software access, AI Credits, data processing, confidentiality, security, IP, support, warranties, disclaimers, and limitations of liability.

The Partner shall ensure that each End Customer receives or is directed to these Terms before or at acceptance. The Partner shall not obscure, remove, contradict, or replace these Terms.

F. Relationship Between HAQQ, Partner and End Customer

The Products are provided by HAQQ under these Terms. The Partner is responsible for the local sale, customer relationship, and any services within its authorized scope, including local hosting, onboarding, migration, configuration, implementation, training, first-line support, account management, billing, tax collection, or local-language support, as stated in the Partner Agreement and Official Proposal.

HAQQ is not responsible for any representation, warranty, undertaking, promise, discount, rebate, refund, credit, service, implementation commitment, support commitment, integration commitment, hosting commitment, local compliance statement, or delivery timeline made by a Partner unless contained in these Terms or a valid Official Proposal.

The Partner shall indemnify HAQQ against claims, losses, liabilities, penalties, costs, and expenses arising from Partner representations, acts, omissions, negligence, willful misconduct, fraud, Partner documents, Partner services, Partner hosting, Partner support, Partner integrations, failure to flow down these Terms, taxes, employment claims, local registrations, or regulatory obligations attributable to the Partner.

G. Partner Obligations and Restrictions

The Partner shall:

• transact only through HAQQ’s official proposal system;
• use only valid Official Proposals;
• not modify these Terms, pricing, documentation, security commitments, data processing terms, support commitments, service levels, or limitations of liability except through an Official Proposal or written agreement signed by HAQQ;
• not make unauthorized representations, guarantees, roadmap commitments, regulatory assurances, security claims, AI output accuracy claims, or data residency promises;
• comply with anti-bribery, anti-corruption, sanctions, export-control, AML/CTF, competition, consumer protection, procurement, tax, privacy, cybersecurity, employment, and advertising laws;
• maintain accurate books and records;
• maintain appropriate personnel, training, technical capability, and support capability;
• not reverse engineer, copy, modify, white-label, frame, scrape, benchmark, or create derivative works from the Products except as authorized;
• not register confusingly similar names, domains, handles, marks, or identifiers; and
• promptly notify HAQQ of misuse, incidents, unauthorized proposals, complaints, regulatory inquiries, claims, unauthorized representations, or breaches.

H. Partner Data Protection, Security and Customer Data

Data protection roles between HAQQ, the Partner, and the End Customer follow Book III, any Partner Agreement, any DPA, and any applicable Official Proposal.

Where a Partner processes End Customer Data as a processor, subprocessor, service provider, local host, implementation provider, migration provider, support provider, or managed-services provider, the Partner must enter into appropriate written data processing, confidentiality, transfer, and security terms with HAQQ and/or the End Customer before processing begins.

Partner processing must be limited to the authorized purpose, duration, scope, geography, and role stated in the Partner Agreement, Official Proposal, End Customer agreement, or written instructions. The Partner must not use End Customer Data for its own analytics, model training, marketing, product development, benchmarking, or unrelated services unless expressly authorized in writing by HAQQ and the End Customer and permitted by Applicable Data Protection Law.

The Partner shall promptly notify HAQQ of any actual or suspected security incident or personal data breach affecting Products, HAQQ systems, HAQQ credentials, HAQQ Confidential Information, or End Customer Data processed in connection with the Products.

I. Hosting, Deployment, Integrations and Local Services

An Official Proposal states the hosting or deployment model, which may be HAQQ-hosted, hosted by an approved third party, Partner-hosted, or customer-managed.

Where hosting is third-party, Partner-hosted, or customer-managed, responsibility and liability for that hosting rest with the party operating or procuring it. HAQQ is not responsible for downtime, data loss, performance degradation, security incidents, failed backups, configuration errors, unauthorized access, integration failures, third-party failures, or non-compliance arising from third-party, Partner-hosted, or customer-managed environments, except to the extent caused by HAQQ’s breach.

Where a Partner or End Customer operates or controls any hosting, deployment, integration, migration, support, or customer-managed environment involving the Products or End Customer Data, that party shall maintain technical and organizational measures appropriate to the risk, including encryption in transit and at rest, access controls, MFA where appropriate, least-privilege permissions, logging, monitoring, backup and disaster recovery, vulnerability management, patching, secure configuration, personnel confidentiality, incident response, data deletion controls, and compliance with applicable law.

The Partner shall not modify HAQQ software, deploy unauthorized code, bypass security controls, disable logging, alter system prompts, interfere with AI safety or usage controls, or connect unsupported third-party systems without HAQQ’s prior written approval.

HAQQ may refuse, suspend, or require remediation of any Partner-hosted, third-party-hosted, customer-managed, integration-heavy, or locally modified deployment that HAQQ reasonably determines creates security, privacy, AI safety, supportability, compliance, intellectual property, performance, or platform-integrity risk.

J. Invoicing, Payment, Collections and Taxes

The Official Proposal states whether HAQQ invoices the End Customer, HAQQ invoices the Partner, the Partner invoices the End Customer, or another approved billing structure applies. If HAQQ invoices the Partner, the Partner remains liable to pay HAQQ regardless of whether the End Customer pays the Partner, unless the Official Proposal or Partner Agreement states otherwise.

Partner invoices, collections, tax compliance, local payment methods, customer financing, and payment accommodations are the Partner’s responsibility where the Partner invoices the End Customer. The Partner shall not represent that HAQQ has waived, deferred, discounted, credited, refunded, or written off any amount unless stated in an Official Proposal, credit note, invoice, or written confirmation issued by HAQQ.

K. End Customer Support and Escalation

The Official Proposal or Partner Agreement may allocate support responsibilities. Unless stated otherwise, the Partner is responsible for first-line support for End Customers it sells to, including triage, account administration, user guidance, diagnostics, replication, and escalation to HAQQ.

Partner-provided support commitments, service levels, response times, resolution times, credits, remedies, or managed-service obligations do not bind HAQQ unless included in a valid Official Proposal or written agreement signed by HAQQ.

L. Intellectual Property, Branding and Marketing

HAQQ and its licensors retain all rights, title, and interest in Products, HAQQ technology, software, models, prompts, workflows, documentation, APIs, designs, trademarks, service marks, trade names, logos, content, templates, and other intellectual property.

The Partner may use HAQQ names, marks, logos, screenshots, and marketing materials only as permitted by HAQQ’s brand guidelines, Partner Agreement, or written approval. The Partner shall not remove, obscure, alter, or replace HAQQ proprietary notices, security notices, verification notices, QR codes, Quote IDs, or Verification Links.

M. Compliance, Audit and Records

HAQQ may conduct reasonable compliance reviews or audits of Partner HAQQ-related activities to verify compliance with this Book, the Partner Agreement, Official Proposal requirements, anti-corruption obligations, sanctions, export-control obligations, data protection obligations, brand requirements, proposal verification rules, support obligations, and flow-down requirements.

The Partner shall maintain complete and accurate records relating to HAQQ activities for the period required by the Partner Agreement or applicable law and shall provide reasonable information, certifications, and assistance requested by HAQQ in connection with regulatory inquiries, customer audits, security reviews, tax reviews, sanctions screening, export-control checks, anti-corruption diligence, or partner compliance reviews.

N. Term, Renewal, Suspension and Termination

The term, renewal, suspension, and termination of each partner-originated transaction are as stated in the Official Proposal, Partner Agreement, Commercial Terms Book, and applicable Product Book.

Termination or expiry of a Partner Agreement does not automatically terminate an End Customer’s active subscription unless the applicable Official Proposal, End Customer agreement, or law provides otherwise. Following termination or expiry of a Partner Agreement, HAQQ may serve, support, renew, and bill the End Customer directly or through another Partner and may migrate the End Customer to another support, billing, hosting, or account-management structure where reasonably necessary to preserve continuity.

O. Precedence

As between these Terms and a Partner’s own documents, these Terms prevail with respect to End Customer access to and use of Products, HAQQ’s provision of Products, data protection, security, confidentiality, IP, warranties, disclaimers, service levels, support obligations, suspension, termination, and limitations of liability.

Any inconsistency between a printed or PDF copy of an Official Proposal and the status or contents shown through the Verification Link is resolved in favor of the Verification Link unless HAQQ confirms otherwise in writing.

P. Limitations of Liability

HAQQ’s liability in partner-originated transactions is subject to Book XIV and any limitation stated in the applicable Official Proposal or Partner Agreement. Partner involvement does not increase HAQQ’s aggregate liability, create separate liability caps, extend warranty periods, create additional remedies, or make HAQQ liable for Partner acts, omissions, services, hosting, integrations, support, taxes, invoices, statements, or commitments.

Nothing in this Book limits liability to the extent prohibited by law, nor does it limit the Partner’s liability for fraud, willful misconduct, gross negligence, confidentiality breach, data protection breach, unauthorized use of HAQQ IP, unauthorized proposal activity, unlawful conduct, or payment obligations, except to the extent a duly executed Partner Agreement expressly provides otherwise.

Q. Survival

Provisions that by their nature should survive expiry or termination survive, including proposal verification, payment, taxes, confidentiality, data protection, security, IP, Partner restrictions, records, audit, indemnities, precedence, limitations of liability, and dispute-related obligations.