Terms of Service

These Terms of Service (“Terms”) are a binding agreement between Haal Energy, Inc., a Delaware corporation (“haal,” “we,” “us,” or “our”), and the individual or entity accessing or using (i) the website located at haalenergy.com(the “Site”) and (ii) the haal agent platform and any related application-programming interfaces, integrations, documentation, and support offered by us (collectively with the Site, the “Services”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not access or use the Services.

If you access the Services on behalf of an entity (such as your employer), you represent that you have authority to bind that entity, and “Customer” and “you” refer to that entity. Access to the haal agent beyond the publicly accessible Site requires a separate written order, statement of work, or equivalent signed or electronically accepted agreement between haal and the Customer (an “Order Form”) that incorporates these Terms. In the event of any conflict between an Order Form and these Terms, the Order Form governs as to its subject matter.

1. Definitions

• “Customer Data” means data, content, and materials that Customer or its Users submit to, or that haal collects or generates on Customer's behalf in connection with, the Services, other than Output and haal's own operational data.
• “Intuit Data” means data received from Intuit Inc. through the QuickBooks Online integration, including records retrieved from a Customer's QuickBooks company.
• “Output” means text, analyses, briefings, recommendations, notifications, or other results produced by the haal agent (including results produced with the assistance of third-party artificial-intelligence models) in response to Customer Data or Customer instructions.
• “User” means an individual that Customer authorizes to use the Services on its behalf.

2. Eligibility and accounts

You must be at least 18 years of age and legally capable of entering into a binding contract to use the Services. You are responsible for (a) maintaining the confidentiality of any credentials issued to you or your Users, (b) all activity that occurs under those credentials, and (c) ensuring that each User complies with these Terms and any applicable Order Form. You will notify us promptly of any unauthorized access or use that you become aware of.

3. License to use the Services

Subject to your compliance with these Terms and, where applicable, payment of fees under an Order Form, haal grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable term, solely for your internal business purposes. All rights not expressly granted are reserved by haal.

4. Acceptable use

You will not, and will not permit any User or third party to:

• access or use the Services in violation of applicable law or the rights of a third party;
• copy, modify, translate, decompile, disassemble, reverse engineer, or create derivative works based on the Services, except to the extent applicable law expressly prohibits such restriction;
• scrape, harvest, or extract data from the Services other than through interfaces that haal has designated for that purpose;
• use the Services, Output, or any data derived from them to train, develop, or improve a product or service that competes with the Services or that is an artificial-intelligence or machine-learning model;
• upload or transmit any content that is unlawful, infringing, defamatory, or that contains viruses or malicious code;
• use the Services to process data that is subject to heightened regulatory regimes (including, without limitation, protected health information under HIPAA, payment-card data subject to PCI-DSS beyond what is necessary to pay us, or data primarily concerning children under 16) unless expressly agreed in writing with us;
• interfere with, probe, or disrupt the integrity or performance of the Services, or attempt to gain unauthorized access to the Services or related systems; or
• remove, obscure, or alter any proprietary notices on the Services.

5. Customer Data

As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants haal a worldwide, non-exclusive, royalty-free right to host, process, transmit, display, and otherwise use Customer Data solely as necessary to provide, maintain, secure, and improve the Services for Customer, to comply with law, and to enforce these Terms. haal does not sell Customer Data and does not use Customer Data to train or improve generalized artificial-intelligence models.

Customer represents and warrants that (a) it has all rights, consents, and lawful bases necessary to provide Customer Data and Intuit Data to haal for the purposes described in these Terms and the Privacy Policy, and (b) Customer Data and its submission to the Services do not violate applicable law or infringe the rights of any third party. Customer is solely responsible for the accuracy, quality, and legality of Customer Data.

haal's handling of personal information is described in the Privacy Policy. Where required by applicable data-protection law, the parties will enter into a Data Processing Addendum; in that case, the Data Processing Addendum is incorporated by reference into these Terms.

6. Third-party services and the Intuit QuickBooks integration

The Services interoperate with, and depend on, third-party services, including hosting and database infrastructure, large-language-model providers, observability providers, and Intuit Inc. as the provider of QuickBooks Online (each a “Third-Party Service”). Third-Party Services are provided by independent third parties under their own terms, and haal does not control and is not responsible for their availability, performance, content, policies, or actions. Your use of a Third-Party Service may require a separate agreement with the applicable provider.

If you choose to connect a QuickBooks Online company to the haal agent, you authorize haal to access Intuit Data within the scope that you (or your authorized administrator) approve through Intuit's OAuth authorization flow, and you agree to comply with the Intuit Developer Agreement and the Intuit End User Data and Privacy Policy to the extent applicable to you. You may revoke this authorization at any time from Intuit's connected-apps console at appcenter.intuit.com/app/connection/homepage or by written request to us at the address in Section 15. haal's handling of Intuit Data is further described in Section 6 of the Privacy Policy.

If a Third-Party Service changes its functionality, pricing, or availability, or if your access to a Third-Party Service is terminated, the Services may be affected, and haal will not be liable for any resulting limitation on the Services.

7. Artificial-intelligence Output

The Services use large-language models and other artificial-intelligence techniques to generate Output. Output is probabilistic, may be incomplete, inaccurate, out-of-date, or unsuitable for a particular purpose, and may not reflect haal's views. Output is not professional advice of any kind, including legal, tax, accounting, financial, regulatory, or safety advice. You are solely responsible for reviewing, validating, and exercising independent judgment before relying on or acting on Output.

As between the parties and to the extent permitted by applicable law, Customer may use Output for its internal business purposes in connection with the Services; Customer will not represent Output as having been authored by a human where such representation would be misleading, and Customer will not use Output in a manner that violates Section 4.

8. Fees and taxes

Fees for access to the haal agent are as set forth in the applicable Order Form. Unless otherwise agreed in the Order Form, fees are exclusive of taxes, are payable in U.S. dollars, and are due within thirty (30) days of invoice. Overdue amounts may bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend the Services for non-payment after providing notice and a reasonable opportunity to cure. Fees are non-refundable except where expressly stated in an Order Form or required by law. The Site itself is provided without charge, though access does not create any entitlement to the haal agent.

9. Intellectual property

haal and its licensors retain all right, title, and interest in and to the Services, the Site, the haal agent software, documentation, trademarks, and all related intellectual property, including any improvements, modifications, and derivative works thereof. No rights are granted to you by implication, estoppel, or otherwise.

If you provide feedback, suggestions, or ideas regarding the Services (“Feedback”), you grant haal a worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable license to use, reproduce, modify, and commercialize the Feedback without restriction or obligation. You represent that any Feedback you provide is not subject to any confidentiality obligation to a third party.

10. Confidentiality

Each party may have access to information of the other that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure (“Confidential Information”). The receiving party will use Confidential Information only to perform its rights and obligations under these Terms, will protect it with at least the same care it uses for its own confidential information of a similar nature (and no less than reasonable care), and will not disclose it to third parties other than to employees, contractors, and advisors bound by confidentiality obligations at least as protective as those in this Section. The obligations in this Section do not apply to information that is or becomes publicly available through no fault of the receiving party, is independently developed without reference to the disclosing party's Confidential Information, is rightfully obtained from a third party without a duty of confidentiality, or is required to be disclosed by law or legal process (provided that the receiving party gives the disclosing party reasonable prior notice where legally permitted).

11. Term, suspension, and termination

These Terms apply from the first time you access the Services and continue until terminated as set forth in this Section or in the applicable Order Form. Either party may terminate these Terms and any Order Form for material breach by the other party if the breach remains uncured thirty (30) days after written notice describing the breach. We may suspend or restrict access to the Services, with or without notice, where reasonably necessary to (a) address a security, legal, or operational risk, (b) comply with law or an order of a competent authority, or (c) address a material breach of these Terms.

Upon termination, your right to access and use the Services ceases. Sections 1, 4 (to the extent obligations survive), 5 (final sentence), 7 (final paragraph), 9, 10, 12, 13, 14, 15, and 16, and any accrued payment obligations, will survive termination. haal's handling of Customer Data and Intuit Data after termination is described in the Privacy Policy.

12. Warranty disclaimers

EXCEPT AS EXPRESSLY STATED IN AN ORDER FORM SIGNED BY AN AUTHORIZED OFFICER OF HAAL, THE SERVICES, THE SITE, AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HAAL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

HAAL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. HAAL DOES NOT WARRANT THE AVAILABILITY, ACCURACY, OR CONDUCT OF ANY THIRD-PARTY SERVICE, INCLUDING INTUIT QUICKBOOKS ONLINE.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HAAL OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OPPORTUNITIES, LOST DATA, OR COST OF SUBSTITUTE SERVICES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT HAAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HAAL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO HAAL UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD 100). THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, THE FOREGOING LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Indemnification

Customer will defend, indemnify, and hold harmless haal and its affiliates, officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding, and any resulting losses, damages, liabilities, and reasonable attorneys' fees and costs, arising out of or relating to (a) Customer Data, (b) Customer's or any User's use of the Services in breach of these Terms or applicable law, (c) Customer's authorization or use of any Third-Party Service, or (d) a claim that Customer Data infringes or misappropriates any intellectual-property or privacy right of a third party. haal will promptly notify Customer of the claim, reasonably cooperate with Customer at Customer's expense, and allow Customer to control the defense and settlement (provided that Customer will not settle any claim in a manner that imposes a non-monetary obligation on haal without haal's prior written consent).

15. Export controls and sanctions

The Services are subject to the export-control and sanctions laws of the United States and other jurisdictions. You represent that (a) you are not located in, and are not a resident or national of, any country or territory subject to a comprehensive U.S. embargo, and (b) you are not identified on any U.S. government list of restricted or denied parties. You will not access or use the Services in violation of any applicable export-control or sanctions law.

16. Governing law, venue, and dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties consent to the exclusive jurisdiction of, and venue in, the state and federal courts located in New Castle County, Delaware, and waive any objection based on forum non conveniens. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.

To the extent permitted by applicable law, each party waives any right to participate in a class, collective, or representative action against the other arising out of or relating to these Terms.

17. Changes to these Terms

We may modify these Terms from time to time. When we make material changes, we will update the “Last updated” date at the top of this page and, where we have an effective means of notifying Customer (such as email to an address on record), provide reasonable advance notice. Changes become effective on the date indicated, and your continued access to or use of the Services after that date constitutes your acceptance of the modified Terms. Terms incorporated into a then-effective Order Form continue to apply to that Order Form until its expiration or termination, and the version of these Terms in effect on the date of an Order Form governs that Order Form.

18. Miscellaneous

• Entire agreement. These Terms, together with the Privacy Policy and any applicable Order Form or Data Processing Addendum, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous communications and proposals (whether oral or written) on the subject.
• Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any assignment in violation of this provision is void.
• Severability. If any provision of these Terms is held to be invalid or unenforceable, it will be modified only to the extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
• No waiver. A failure or delay by a party in exercising any right under these Terms does not operate as a waiver of that right.
• Force majeure. Neither party is liable for a failure or delay in performance (other than a payment obligation) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disruption, governmental action, failure of the public internet, or failure of a Third-Party Service.
• Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Notices. Notices to haal must be sent to hello@circlsolutions.com. Notices to Customer may be sent to the email address on record for Customer's account or, where there is no such account, by posting on the Site.
• U.S. government end users. The Services are “commercial items” as defined in 48 C.F.R. 2.101 and are licensed to U.S. government end users only as commercial items and with only those rights granted to all other end users under these Terms.

19. Contact

Questions about these Terms may be directed to: