1. Introduction and Acceptance of Terms

Welcome to Polaris ("Company," "we," "us," or "our"), a procurement readiness and business maturity assessment platform designed to help Texas small businesses prepare for and succeed in government contracting opportunities. These Terms of Service ("Terms") constitute a legally binding agreement between you and Polaris governing your access to and use of our platform, website, and all related services (collectively, the "Services").

By creating an account, accessing our platform, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you may not access or use our Services.

These Terms apply to all users of the platform, including but not limited to: small business clients, service providers, navigators, resource partners, and procurement agency administrators.

2. Description of Services

2.1 Platform Overview

Polaris is a comprehensive procurement readiness platform specifically designed to support Texas small businesses in achieving and maintaining government contracting readiness. Our platform provides:

• Tier-based business maturity assessments across ten (10) critical business areas
• AI-powered coaching and personalized improvement recommendations
• Evidence management and documentation tools for compliance verification
• Matching services connecting businesses with qualified service providers
• Resource partner referrals for funding, lending, and contract opportunities
• Agency sponsorship programs for local economic development organizations
• Knowledge base resources and educational materials for procurement preparation

2.2 Assessment Areas

Our business maturity framework evaluates businesses across the following core competency areas:

• Business Registration and Legal Compliance
• Financial Management and Accounting Systems
• Contract Management Capabilities
• Insurance and Bonding Requirements
• Human Resources and Workforce Development
• Quality Management Systems
• Information Technology and Cybersecurity
• Past Performance Documentation
• Certifications and Credentials
• Marketing and Business Development

2.3 Target Audience

Our Services are primarily designed for small businesses operating in Texas seeking to pursue federal, state, and local government contracting opportunities. While accessible to businesses nationwide, certain features and resources are optimized for Texas-based enterprises.

3. User Accounts and Registration

3.1 Account Creation

To access our Services, you must create an account by providing:

• Accurate and complete personal identification information
• A valid and accessible email address
• Business information including legal name, structure, and address
• Selection of appropriate user role (client, provider, navigator, resource partner, or agency)
• Agency sponsorship code, if applicable

You represent and warrant that all information you provide during registration and throughout your use of the Services is truthful, accurate, current, and complete. Providing false or misleading information constitutes a breach of these Terms and may result in immediate account suspension or termination.

3.2 Account Security

You are solely responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized access or security breaches
• Using a strong, unique password and keeping it confidential
• Logging out of shared or public devices after each session

We strongly recommend enabling Multi-Factor Authentication (MFA/2FA) to enhance account security. While we provide robust security features, you acknowledge that you are ultimately responsible for safeguarding your account credentials.

3.3 Account Types and Roles

Polaris offers different account types with varying levels of access:

• Client Accounts: For small businesses completing assessments and seeking readiness improvement
• Provider Accounts: For service providers offering remediation and consulting services
• Navigator Accounts: For reviewers evaluating evidence and verifying compliance
• Resource Partner Accounts: For lenders, investors, and contract opportunity providers
• Agency Accounts: For economic development organizations sponsoring business assessments

3.4 Account Sharing Prohibited

Account credentials are for individual use only and may not be shared with others. Organizations requiring multiple user access should create separate accounts for each individual user. Sharing account credentials is a violation of these Terms and may result in account termination.

4. User Obligations and Responsibilities

4.1 General User Obligations

All users of the Polaris platform agree to:

• Use the Services only for lawful purposes and in compliance with all applicable laws
• Provide accurate and truthful information in all platform interactions
• Respect the intellectual property rights of Polaris and third parties
• Maintain professional conduct in all communications with other users
• Report any suspected violations of these Terms or illegal activity
• Keep account information current and accurate

4.2 Client User Responsibilities

As a client user, you additionally agree to:

• Provide accurate and honest responses during business maturity assessments
• Upload genuine, authentic evidence and supporting documentation
• Not misrepresent your business capabilities, certifications, or qualifications
• Engage in good faith with matched service providers and partners
• Honor commitments made to service providers and partners
• Maintain updated business profile information

4.3 Provider User Responsibilities

As a service provider, you agree to:

• Maintain current professional credentials and certifications
• Provide quality services aligned with your advertised capabilities
• Respond promptly to client service requests and inquiries
• Honor pricing and terms communicated to clients
• Accurately represent your expertise and service offerings
• Maintain appropriate professional liability insurance

4.4 Prohibited Activities

You may not:

• Use the platform for any unlawful purpose or in violation of these Terms
• Engage in fraudulent activities, including falsifying assessment responses
• Upload malicious software, viruses, or harmful code
• Attempt to gain unauthorized access to any part of the platform or its systems
• Reverse engineer, decompile, or disassemble any platform components
• Scrape, harvest, or collect user data without authorization
• Spam users with unsolicited communications or advertisements
• Impersonate another user, business, or entity
• Interfere with or disrupt the platform's functionality or servers
• Use automated tools or bots to access the platform without written permission
• Violate any applicable local, state, federal, or international law

5. Subscription and Payment Terms

5.1 Agency Subscription Model

Polaris operates on an agency-based subscription model. Local economic development agencies, business incubators, and similar organizations may purchase subscription licenses to sponsor client assessments. Subscription terms include:

• Monthly or annual billing cycles as selected at time of purchase
• Tiered pricing based on the number of sponsored client licenses
• Access to agency dashboard for monitoring client progress
• Ability to generate and distribute assessment access codes
• Analytics and reporting features for program management

5.2 Payment Processing

All payments are processed securely through Stripe, our third-party payment processor. By providing payment information, you authorize us to charge the specified amounts to your designated payment method. You represent and warrant that:

• You have the legal right to use the payment method provided
• The payment information you provide is accurate and complete
• You will promptly update payment information if it changes

5.3 Knowledge Base Purchases

Individual users may purchase access to knowledge base resources at $20 per business area. These purchases grant permanent access to educational materials, templates, and guides for the selected area.

5.4 Billing and Renewals

For subscription services, unless you cancel prior to your renewal date, subscriptions will automatically renew at the then-current rate. We will provide notice of any price changes at least thirty (30) days prior to the renewal date.

5.5 Refund Policy

Knowledge base purchases are generally non-refundable once access is granted. Subscription refunds may be available on a prorated basis for annual subscriptions cancelled within the first thirty (30) days. Contact support@polarisplatform.com for refund requests.

5.6 Taxes

All prices are exclusive of applicable sales, use, and other taxes. You are responsible for paying all applicable taxes associated with your use of the Services.

6. Intellectual Property Rights

6.1 Polaris Ownership

All rights, title, and interest in and to the Polaris platform, including but not limited to the software, user interface, design, trademarks, logos, assessment frameworks, algorithms, methodologies, and content, are and shall remain the exclusive property of Polaris and its licensors. These materials are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. This license does not include:

• Any right to resell or commercially exploit the Services
• Any right to modify, copy, or create derivative works
• Any right to use our trademarks, logos, or branding without authorization
• Any right to sublicense the Services to third parties

6.3 User Content Ownership

You retain ownership of all content you upload to the platform, including evidence documents, assessment responses, and business information ("User Content"). By uploading User Content, you grant Polaris a worldwide, non-exclusive, royalty-free license to use, store, display, reproduce, and process your content solely for the purposes of:

• Providing and improving the Services
• Generating assessment results and recommendations
• Facilitating connections with service providers and partners (with your consent)
• Creating aggregated, anonymized analytics data

6.4 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback without any obligation to you.

7. User Content and Data

7.1 User Content Standards

You are solely responsible for the User Content you submit to the platform. User Content must not:

• Contain false, misleading, or fraudulent information
• Infringe upon the intellectual property rights of any third party
• Contain offensive, discriminatory, or hateful material
• Include personal information of third parties without their consent
• Contain confidential or proprietary information belonging to others
• Violate any applicable law or regulation

7.2 Content Monitoring

We reserve the right, but have no obligation, to monitor, review, and remove User Content at our sole discretion for any reason, including content that we determine violates these Terms or is otherwise objectionable.

7.3 Data Accuracy

You acknowledge that the value of our Services depends on accurate data. You agree to provide truthful, accurate, and complete information in all assessments, profiles, and submissions. Intentionally providing false information may result in account termination and potential legal action.

7.4 Backup Responsibility

While we maintain backups of platform data, you are responsible for maintaining independent backups of your User Content. We shall not be liable for any loss of User Content.

8. Privacy and Data Protection

8.1 Privacy Policy

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the collection and use of your information as described in the Privacy Policy.

8.2 Data Processing

For assessment data you create and own, you act as the data controller, and Polaris acts as the data processor. We process your data only in accordance with your instructions, applicable data protection laws, and our Privacy Policy.

8.3 GDPR Compliance

If you are located in the European Economic Area (EEA), you have specific rights under the General Data Protection Regulation (GDPR), including rights to access, rectification, erasure, and data portability. Please refer to our Privacy Policy for details on exercising these rights.

8.4 California Privacy Rights

California residents have specific privacy rights under the California Consumer Privacy Act (CCPA). Please refer to our Privacy Policy for information about how to exercise these rights.

9. Third-Party Services

9.1 Government Data Integrations

Our platform integrates with various government data sources to enhance the Services provided. These integrations include:

9.1.1 SAM.gov (System for Award Management)

We may access and display information from SAM.gov to verify business registrations, entity status, and exclusion records. SAM.gov data is provided by the U.S. General Services Administration and is subject to their terms of use. We do not control or warrant the accuracy of SAM.gov data.

9.1.2 USASpending.gov

We may access federal spending data from USASpending.gov to provide contract opportunity insights and spending analytics. This data is provided by the U.S. Department of the Treasury and is subject to federal government terms. We do not guarantee the accuracy or completeness of this data.

9.1.3 Federal Procurement Data System (FPDS)

We may incorporate contract award data from FPDS to assist with past performance research and competitive analysis. This data is publicly available and subject to government data policies.

9.2 Third-Party Service Providers

We engage various third-party service providers to operate the platform:

• Stripe: Payment processing for subscriptions and purchases
• OpenAI: AI-powered coaching and recommendations
• Resend: Transactional email delivery
• Cloud Infrastructure: Hosting and data storage

9.3 Third-Party Disclaimers

We are not responsible for the availability, accuracy, or content of third-party services. Your use of third-party services is subject to their respective terms of service and privacy policies. We make no warranties regarding the performance or reliability of third-party integrations.

9.4 Links to External Websites

The Services may contain links to third-party websites or resources. We provide these links for convenience only and are not responsible for the content, accuracy, or practices of any third-party websites.

10. Disclaimer of Warranties

10.1 "As Is" Provision

THE POLARIS PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10.2 No Guarantees

We do not warrant or guarantee that:

• The Services will be uninterrupted, timely, secure, or error-free
• Results obtained from the Services will be accurate, reliable, or complete
• The quality of the Services will meet your expectations or requirements
• Any errors or defects in the Services will be corrected
• You will secure government contracts or business opportunities as a result of using the Services
• The Services will be compatible with your systems or third-party services

10.3 AI Coaching Disclaimer

AI-powered coaching and recommendations are generated by automated systems and are provided for informational purposes only. AI recommendations do not constitute professional business advice, legal counsel, financial guidance, or consulting services. You should not rely solely on AI recommendations for important business decisions and should consult with qualified professionals.

10.4 Assessment Results

Assessment results and readiness scores are based on the information you provide and are intended as guidance for improvement. They do not guarantee contract award, certification, or compliance with any specific requirements.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL POLARIS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or business information
• Loss of use or goodwill
• Cost of procurement of substitute services
• Business interruption or downtime
• Any other intangible losses

These limitations apply regardless of the legal theory of liability (contract, tort, negligence, strict liability, or otherwise), even if we have been advised of the possibility of such damages.

11.2 Liability Cap

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

11.3 Third-Party Actions

We are not liable for any actions, conduct, or content of third parties, including other users, service providers, resource partners, or agencies using the platform.

11.4 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, pandemics, government actions, power failures, or internet outages.

12. Indemnification

12.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Polaris, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to:

• Your violation of these Terms of Service
• Your violation of any applicable law or regulation
• Your violation of any rights of another party, including intellectual property rights
• Your use or misuse of the Services
• Your User Content or assessment submissions
• Your interactions with other platform users, service providers, or partners
• Any claim that your actions caused harm to a third party

12.2 Defense and Settlement

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You agree to cooperate with our defense of such claims and not settle any claim without our prior written consent.

13. Termination

13.1 Termination by You

You may terminate your account at any time through your account settings or by contacting us at support@polarisplatform.com. Upon termination, you will lose access to the Services, and your assessment data may be deleted in accordance with our data retention policies.

13.2 Termination by Polaris

We reserve the right to suspend or terminate your account immediately, without prior notice or liability, for any reason, including but not limited to:

• Violation of these Terms of Service
• Fraudulent, deceptive, or illegal activities
• Abuse of platform features or harassment of other users
• Non-payment of subscription fees or other amounts due
• Extended periods of account inactivity
• Request from law enforcement or government agencies
• Discontinuation of the Services (with reasonable notice)

13.3 Effect of Termination

Upon termination:

• Your right to access and use the Services immediately ceases
• Any outstanding payment obligations become immediately due
• We may delete your account data in accordance with our retention policies
• Provisions that by their nature should survive termination shall remain in effect, including intellectual property rights, indemnification, limitation of liability, and dispute resolution

13.4 Data Deletion

Following account termination, we will retain your data for thirty (30) days to allow for account recovery. After this period, your personal data will be permanently deleted, except where retention is required for legal or compliance purposes.

14. Governing Law

14.1 Choice of Law

These Terms of Service and any dispute arising out of or related to these Terms or your use of the Services shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

14.2 Jurisdiction

You agree that any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Travis County, Texas. You hereby consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum.

14.3 Federal Law

To the extent that federal law applies to any aspect of these Terms or the Services, including federal procurement regulations, such federal law shall take precedence over conflicting state law.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal legal action, you agree to first attempt to resolve any dispute informally by contacting us at legal@polarisplatform.com. We will attempt to resolve the dispute through good faith negotiations within sixty (60) days.

15.2 Binding Arbitration

If informal resolution fails, any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.

• The arbitration shall take place in Austin, Texas
• The arbitration shall be conducted by a single arbitrator
• The arbitrator's decision shall be final and binding
• Judgment on the award may be entered in any court having jurisdiction

15.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

15.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent actual or threatened infringement, misappropriation, or violation thereof.

15.5 Time Limitation

Any claim or cause of action arising out of or related to these Terms or the Services must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

16. Modifications to Terms

16.1 Right to Modify

We reserve the right to modify, amend, or update these Terms at any time in our sole discretion. When we make changes, we will:

• Update the "Last Updated" date at the top of these Terms
• Post the revised Terms on our website
• Notify you via email or platform notification for material changes
• Provide at least thirty (30) days' notice before material changes take effect

16.2 Acceptance of Changes

Your continued use of the Services after any changes to these Terms become effective constitutes your acceptance of the modified Terms. If you do not agree to the updated Terms, you must discontinue use of the Services before the changes take effect.

16.3 Previous Versions

Previous versions of these Terms may be available upon request for reference purposes. Contact us at legal@polarisplatform.com to request previous versions.

17. Contact Information

If you have any questions, concerns, or feedback regarding these Terms of Service or our Services, please contact us:

18. Miscellaneous Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices or agreements published on the platform, constitute the entire agreement between you and Polaris regarding your use of the Services and supersede all prior agreements and understandings.

18.2 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

18.3 No Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. Any waiver of any provision shall be effective only if in writing and signed by an authorized representative of Polaris.

18.4 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and assigns.

18.5 Relationship of Parties

Nothing in these Terms shall be construed to create a joint venture, partnership, employment, or agency relationship between you and Polaris. Neither party has any authority to bind the other in any respect.

18.6 Electronic Communications

You consent to receive electronic communications from us. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

18.7 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.