Hawk Managed AI Customer Terms of Service and Acceptable Use Policy

We provide software and managed services that use artificial intelligence, including third-party AI models such as those from xAI. Plans, fees, and scope are described in your order, proposal, or plan page (the "Order"). We may improve or change the Services and will not materially reduce core functionality of a paid plan during a paid term. We use commercially reasonable efforts to keep the Services available, but Knowledge Assistant does not include a service level agreement or uptime commitment.

1.1 Knowledge Assistant

Knowledge Assistant is a subscription priced at $299 per month. The first payment covers the first month, which includes a scoping call, loading up to 25 documents, and up to 5 staff seats. The subscription renews monthly until cancelled. Larger setups, including more documents or seats, are available only by separate agreement or quote. Each following month includes continued client portal access for up to 5 staff seats and up to 25 documents in total. You may add, replace, or remove documents at any time as long as the total stays within 25.

1.2 Client portal

Knowledge Assistant customers use our client portal to upload documents and ask questions about them. Rate limits and daily usage caps may apply. We may set or adjust them to keep the Services stable and prevent abuse. Any specific limits will be described in your Order or on the plan page, and we will give you reasonable notice before materially lowering them.

1.3 Proposal Assistant

Proposal Assistant is a subscription priced at $79 per month for up to 5 users. Customers with an active Knowledge Assistant subscription ($299 per month) may add Proposal Assistant for $49 per month. Proposal Assistant renews monthly until cancelled and is used through the client portal. Fees, billing, renewal, and cancellation follow Section 3 and Section 12.

You are responsible for your users, your credentials, and all activity under your account. You must ensure that your users follow these Terms. Notify us promptly of any unauthorized use. Users sign in to the client portal through a one-time link sent to their email address. You are responsible for keeping your users' email accounts secure and for removing users who should no longer have access. The number of users may not exceed the seats in your plan (5 staff seats for Knowledge Assistant and 5 users for Proposal Assistant, unless a separate agreement says otherwise).

Fees are billed in advance monthly, are non-refundable except where these Terms or the law say otherwise, and exclude taxes. Plans renew automatically until cancelled. We may suspend the Services if payment is more than 15 days late. We may change fees on 30 days' notice, effective at the next renewal. If you do not accept a fee change, you may cancel before it takes effect.

Payments are processed by Stripe. You enter your card details on Stripe, and we never store them. At checkout, we send your organization name and work email to Stripe. We collect sales tax where required, including for Connecticut customers. Stripe's own terms apply to payment processing.

For Knowledge Assistant, the $299 monthly fee is charged in advance. The first payment covers the first month, including setup, and the plan renews monthly until cancelled. If a payment fails, we will notify you and Stripe will retry the charge. If the payment is still unpaid more than 15 days after it was due, we may suspend your access until it is paid, or end the subscription. The first month's payment, which covers setup, is non-refundable, and we do not give refunds for partial months.

3.1 Proposal Assistant free trial

New Proposal Assistant subscriptions include a 14-day free trial, and a payment card is required at signup. If you cancel before day 15, you will not be charged. Otherwise, billing starts automatically when the trial ends, at the then-current monthly price (including the bundle price in Section 3.2, if it applies). One trial per customer. Knowledge Assistant has no free trial.

3.2 Proposal Assistant bundle price

Customers with an active Knowledge Assistant subscription pay a reduced Proposal Assistant price, currently $49 per month instead of $79 per month. If the Knowledge Assistant subscription ends, Proposal Assistant moves to the standard price starting with the next billing period.

You and your users must not, and must not let anyone else, use the Services to:

• Break any law or violate anyone's rights, including privacy, intellectual property, consumer protection, anti-spam, and anti-discrimination laws.
• Make or carry out high-stakes automated decisions about individuals without meaningful human review. This includes decisions about employment, credit, lending, housing, insurance, education, legal status, healthcare, or access to essential services.
• Submit, process, or store health information or protected health information (PHI) as defined under HIPAA, or other highly sensitive data such as Social Security numbers, payment card numbers, or biometric data. We do not sign business associate agreements.
• Upload to the client portal any payment card data, Social Security numbers, health information, student records, or privileged or confidential legal case files.
• Resell, sublicense, lease, or redistribute the Services or the underlying AI models. This includes sharing access, providing pass-through API access, or exposing API keys, except as an Order expressly permits.
• Scrape, harvest, or resell inputs or outputs in bulk, or distill models.
• Use the Services or outputs to develop, train, or improve any AI model that competes with the Services or with our AI providers.
• Reverse engineer, copy, or modify the Services or the underlying models, or bypass safety filters, rate limits, or security measures.
• Exceed, or try to get around, any rate limits or daily usage caps that apply to your plan.
• Generate or distribute content that is unlawful, harassing, hateful, defamatory, deceptive, or sexually exploitative, that involves minors, or that facilitates violence, weapons, malware, fraud, or other harm.
• Impersonate any person, or mislead anyone about your use of AI. This includes presenting AI output as purely human-written where that would mislead, or failing to make any AI disclosure required by law.
• Send spam or unsolicited bulk messages.
• Violate the acceptable use policies of our AI providers, including the xAI Acceptable Use Policy (https://x.ai/legal/acceptable-use-policy), which is incorporated by reference. Where this Policy and a provider's policy differ, the more protective rule applies.

We may investigate, remove content, suspend, or terminate for violations. We may also share necessary information with our AI providers or authorities as required.

AI output may be inaccurate, incomplete, outdated, or inappropriate. It is generated by machine-learning models and is not professional (legal, financial, tax, engineering, medical, or safety) advice. You must review and verify all outputs, including quotes, prices, measurements, scope, and messages, before you use them, send them, or rely on them. You are solely responsible for decisions you make and for content you send to your customers. Similar outputs may be produced for other users.

You keep ownership of the content you submit ("Customer Content") and, as between the parties, of the outputs generated for you. You grant us a limited license to process Customer Content only to provide, secure, and support the Services. We do not use Customer Content to train AI models. You represent that you have all rights and notices needed to submit Customer Content, including any personal data of your customers. Our Privacy Policy describes our data practices. One data processing addendum (DPA) covers every plan and service type we offer, including managed AI assistants, Knowledge Assistant, and Proposal Assistant. We will provide it on request.

6.1 Client portal documents

For documents and other Customer Content you upload to the client portal, we act as your processor (service provider). We process it only on your behalf to provide the Services. Uploaded documents are stored using Vercel Blob (file storage) and a Neon Postgres database, and are processed by xAI under zero data retention, which means xAI does not retain prompts or outputs. Each customer's data is kept separate. Your users' questions and the answers are logged so they can appear on your dashboard. As your processor, we will: follow your documented instructions, which are these Terms and your use of the Services; make sure everyone who processes it is bound by a duty of confidentiality; use subprocessors only under written terms that protect the data at least as well as these Terms; delete or return it when the Services end, as described in Section 12; and give you information reasonably needed to show that we meet these obligations.

The Services rely on third-party providers, such as hosting, email, AI models, Microsoft and Google integrations, and HubSpot. Your use of a connected third-party account is also governed by that provider's terms. We are not responsible for third-party services outside our control. Our current subprocessors include Vercel (hosting, file storage, analytics), Neon (database), xAI (AI processing, zero data retention), Stripe (payments), Resend (transactional email), Cloudflare Turnstile (spam checks), Upstash (rate limiting), and HubSpot (meeting booking and CRM). The current list is in our Privacy Policy. We will notify you by email at least 15 days before a new subprocessor begins processing Customer Content. If you object, you may cancel your subscription before the change takes effect.

Each party will protect the other's non-public information with reasonable care and use it only for this agreement. We maintain reasonable security safeguards, as described in our Privacy Policy. If we confirm a security breach affecting your Customer Content, we will notify you without undue delay and within 72 hours of confirmation.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. (B) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, YOUR INDEMNITY OBLIGATIONS, OR YOUR BREACH OF SECTION 4 (ACCEPTABLE USE).

You will defend, indemnify, and hold harmless Hawk Managed AI and its owners, employees, and contractors from all claims, losses, damages, fines, and costs (including reasonable attorneys' fees) arising from: (a) your or your users' breach of these Terms or misuse of the Services, including any violation of Section 4; (b) Customer Content; or (c) your use of outputs, including content you send to third parties.

These Terms last while you have an active subscription. You may cancel at any time, effective at the end of the current billing period. We may suspend or terminate immediately for an AUP violation, a security risk, non-payment as described in Section 3, or a legal requirement, or on 30 days' notice for convenience with a pro-rata refund of prepaid fees. When the agreement ends, access stops. For Knowledge Assistant, if you cancel, client portal access continues until the end of the billing period you have paid for; if a payment is late as described in Section 3, we may suspend or end your access to the client portal. You may export your data for 30 days after the agreement ends. We then delete it within the next 30 days (no more than 60 days after the agreement ends) and purge it from backups within a further 30 days, as described in the Privacy Policy. Sections 4-6 and 9-14 survive termination.

These Terms are governed by the laws of the State of Connecticut, USA, excluding its conflict-of-laws rules. The state courts located in New London County, Connecticut, and the United States District Court for the District of Connecticut have exclusive jurisdiction, and each party consents to that venue. Disputes will be resolved in those courts, not by arbitration.

These Terms, the Order, and the Privacy Policy are the entire agreement between the parties. If an Order conflicts with these Terms, the Order controls only for the conflicting term. We may update these Terms on 30 days' notice for material changes, sent by email to your account contact; continued use after the update takes effect means you accept it. You may not assign these Terms without our consent. Neither party is liable for delays caused by events beyond its reasonable control. Notices to us go to hello@hawkmanaged.ai. If any provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.