Tavily Acceptable Use Policy

This Acceptable Use Policy (“AUP”) sets forth terms, conditions, and restrictions to ensure responsible, safe, and legal use of Services provided by AlphaAI Technologies Inc., doing business as Tavily (“Tavily” or the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the applicable terms and conditions, terms of use, or other agreement governing your access to and use of the Services (collectively, the “Agreement”). This AUP applies to all individuals and entities who access or use Tavily's Services, including, without limitation, Customers, Users, Permitted Users, and any other persons or entities utilizing the Services (collectively, “Customer” or “you”). This AUP is legally binding, is hereby incorporated by reference into the Agreement, and constitutes an integral and enforceable part thereof.

1. Purpose of this AUP

The purpose of this AUP is to establish clear and comprehensive guidelines and restrictions governing the use of Tavily’s Services in order to ensure compliance with all applicable laws, regulations, and industry standards, to prevent misuse, abuse, or unauthorized use of the Services, and to preserve the integrity, security, and availability of the Services. This AUP specifies prohibited activities and uses of the Services, delineates the respective rights and obligations of Tavily and the Customer, and sets forth the potential consequences and enforcement actions in the event of any violation of this AUP.

2. Prohibited Uses

You may use the Services only for lawful and legitimate purposes consistent with the nature and intended use of the Services. Without limiting the foregoing, you must not use (or allow any third party, including any user, to use) the Services or any Outputs or other results of the Services:

• for any dangerous, harmful, infringing, defamatory, abusive, or otherwise objectionable purpose;
• for any purpose that violates applicable laws or regulations, or that would cause Customer to breach any contractual obligation owed to a third party;
• to infringe, misappropriate, or otherwise violate any third-party rights, including privacy, publicity, confidentiality, or intellectual property rights;
• in connection with any products, services, or materials that constitute, promote, facilitate, or are primarily used for spyware, adware, malware, or other malicious code, or for hacking, unauthorized access, surveillance, interception, or descrambling;
• to transmit, distribute, or facilitate unsolicited marketing, advertising, or promotional communications (including spam), or to send any commercial communications in violation of the CAN-SPAM Act or other applicable laws governing marketing communications, including communications that lack a functioning unsubscribe mechanism;
• in connection with counterfeit goods, goods or services subject to applicable sanctions or embargoes, hazardous or regulated materials, stolen products, items intended to facilitate theft, or any other illegal activity;
• to access, use, scrape, extract, harvest, or index the Services (including any data or content made available through the Services) by automated means, except as expressly permitted by the Services or in writing by Tavily;
• to impersonate any person or entity, misrepresent affiliation, or otherwise provide false or misleading information in connection with the Services;
• to reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code, underlying algorithms, or structure of the Services or any related technology that is not open source;
• to interfere with, disrupt, degrade, impair, or attack the Services, the Tavily platform, or any network or system connected thereto, including through flooding, denial-of-service attacks, or the use of bots or automated scripts to generate excessive or abusive load on the Services;
• to scan, probe, or test the vulnerability of the Services, or any network or system connected to the Services, without Tavily's prior written permission;
• to use the Services for cryptocurrency mining or any similar resource-intensive computational activity unrelated to the intended use of the Services; and/or
• to use the Services in any manner that causes or is reasonably likely to cause reputational harm to Tavily or otherwise materially and adversely impacts Tavily’s rights or interests.

In addition, where the Services or Outputs contain information relating to an identified or identifiable individual, you must not use (or allow any third party to use) the Services or Outputs:

• to make or materially support decisions concerning an individual’s eligibility, selection, access, or terms in connection with employment, housing, credit, insurance, education, healthcare, public benefits, or other similarly significant opportunities or services;
• to create or use the Services or Outputs as a consumer report, background screening report, credit report, or similar eligibility or risk-assessment product, including for purposes subject to the U.S. Fair Credit Reporting Act or similar applicable laws;
• to create, sell, license, or otherwise make available person-level profiles as a standalone data product or for resale, unless expressly permitted under the applicable Agreement and applicable law;
• to identify or re-identify an individual through biometric identification, including face recognition, unless expressly authorized by Tavily in writing and permitted by applicable law;
• to intentionally de-anonymize or re-identify an individual who has taken reasonable steps to remain anonymous or pseudonymous, except where such use is expressly permitted by applicable law and necessary for a legitimate fraud-prevention, security, or legal-compliance purpose;
• for stalking, doxxing, harassment, unlawful surveillance, intimidation, or any other activity reasonably likely to create a material risk of physical, financial, reputational, or other harm to an individual; and/or
• to circumvent, disregard, or interfere with any deletion, suppression, opt-out, or other privacy preference communicated through or implemented by the Services.

3. Prohibited Input

You will not, and will not permit any third party to, upload to, transmit to, process through, store in, or otherwise make available through the Services any data, content, materials, or other information, or otherwise use the Services to request, generate, obtain, publish, or disseminate any content, that:

• is unlawful, contains child sexual abuse material (CSAM), or is otherwise exploitative of, harmful to, or inappropriate for minors;
• is unlawful, harmful, or otherwise objectionable, including hate or extremist content, harassment or bullying, threats, incitement, encouragement, or glorification of violence, defamatory, libelous, or fraudulent content, deceptive, misleading, or impersonation content, obscene content, pornography or sexually explicit content (including any content involving minors), content that is abusive, stalking, doxxing, or invasive of privacy, or other content that is reasonably likely to cause harm or be otherwise offensive;
• facilitates, promotes, enables, or provides instructions for wrongdoing, including violence or self-harm, the creation, distribution, or use of malware, hacking, unauthorized access, credential theft, phishing, scamming, or social engineering, illegal drug activity, weapons-related wrongdoing, or any other illegal or tortious activity; and/or
• involves the submission of personal data in violation of applicable law or in a manner inconsistent with the parties’ agreement.

In addition, unless expressly permitted by the applicable Service documentation or approved by Tavily in writing, you may not (or allow any third party to): (a) upload to, transmit to, process through, store in, or otherwise make available through the Services any of the sensitive data listed below; or (b) intentionally use the Services for the purpose of systematically collecting, compiling, enriching, or creating person-level datasets or profiles consisting primarily of such sensitive data:

• Government-issued identification numbers (including social security numbers), copies of government-issued IDs, or biometric information;
• Protected health information subject to HIPAA, health insurance information, or any information regarding an individual's medical history, mental or physical condition, or medical treatment or diagnosis;
• Passwords for online accounts, or authentication credentials (including API keys, tokens, private keys, or security questions/answers);
• Credentials to financial accounts, tax return data, credit reports or consumer reports, payment card information subject to PCI DSS, or information subject to the Gramm-Leach-Bliley Act or the Fair Credit Reporting Act;
• Information about children under 13 years of age; and/or
• Special categories of personal data as defined under the GDPR.

For clarity, the incidental appearance of such information in an Output derived from publicly available web content does not, by itself, constitute a violation of this Section, provided that Customer does not intentionally target, systematically collect, enrich, or use such information in a manner prohibited by this AUP or applicable law.

4. Customer Responsibility for Downstream Users

If Customer permits any third party, including its employees, contractors, agents, customers, or end users (collectively, “Downstream Users”), to access or use the Services, whether directly or indirectly through Customer's applications, products, or services, Customer shall (a) impose on such Downstream Users terms and conditions that are at least as restrictive as the obligations set forth in this AUP, (b) use commercially reasonable efforts to monitor and enforce compliance with such terms, and (c) promptly notify Tavily upon becoming aware of any material violation of this AUP by a Downstream User. Customer shall be responsible for any acts or omissions of its Downstream Users that would constitute a violation of this AUP if committed by Customer, and any such violation shall be deemed a breach by Customer of this AUP and the Agreement.

Where Customer enables Downstream Users to access person-level information through the Services, Customer shall implement reasonable measures appropriate to the nature and scale of such access to prevent use of the Services or Outputs for purposes prohibited under Section 2.

5. Use of Outputs.

Outputs are derived from publicly available content, materials, and data and may be generated or processed using AI technologies. Tavily does not verify and makes no guarantees regarding the accuracy, completeness, legality, non-infringement, appropriateness, or suitability of any Output, and Outputs may be inaccurate, unreliable, inappropriate, potentially infringing, incomplete, or otherwise not fit for Customer's intended purposes or expectations. Customer is solely responsible for (a) independently and thoroughly vetting, evaluating, and verifying all Outputs before any reliance, decision, action, or inaction, (b) exercising its own judgment and conducting appropriate due diligence, including review by qualified professionals where appropriate, and (c) ensuring that Customer's use of Outputs complies with all applicable laws, rules, and regulations and is lawful, appropriate, and ethical.

Where an Output contains person-level information, Customer shall take reasonable steps to verify any information that could materially affect an individual before acting upon or further disseminating that information.

Customer must not rely solely on an Output to make a decision that produces legal or similarly significant effects concerning an individual. Nothing in this Section permits any use that is otherwise prohibited under Section 2, including any prohibited high-impact use described therein.

6. Cooperation and Enforcement.

Customer agrees to provide complete and accurate information about the intended uses of the Services and its compliance with this Acceptable Use Policy upon request from Tavily. Tavily reserves the right to investigate and enforce any suspected violation of this Acceptable Use Policy, including but not limited to: (i) monitoring Customer's use of the Services; (ii) requesting additional documentation or evidence of compliance; (iii) conducting audits of Customer's use of the Services; (iv) examining, removing, or disabling access to any content or materials that Tavily reasonably believes may violate this AUP, including upon receipt of a notice from any third party regarding allegedly illegal or infringing content; and (v) taking appropriate remedial action, including immediate suspension or termination of the Services without prior notice to Customer, if violations are confirmed or reasonably suspected. Customer shall cooperate fully with any such investigation and shall provide Tavily with reasonable access to relevant information and personnel as necessary to facilitate such investigation.

Without limiting the foregoing, where Tavily reasonably suspects that Customer is using the Services or Outputs for person-level profiling, high-impact decision-making, bulk person-level collection, resale, or another use restricted under this AUP, Tavily may require Customer to provide reasonable information regarding: (a) the relevant use case and purpose; (b) the categories of person-level information involved; (c) the source and scale of such information; (d) the persons or entities to whom the information is made available; (e) the safeguards applied to the use; and (f) Customer’s deletion, suppression, opt-out, and other applicable privacy processes.

Tavily may use proportionate technical and operational measures, including review of relevant usage and abuse patterns, to identify potential violations of this AUP. Tavily may restrict particular features, impose reasonable usage limits, suspend access, or terminate the Services where reasonably necessary to prevent or address a violation.

7. Breach and Remedies

Violation of this AUP may constitute a material breach of the Agreement. Tavily reserves all rights and remedies available under the Agreement and applicable law, including the right to terminate the Agreement in accordance with its terms.

Where reasonably practicable, Tavily may also require Customer to cease the prohibited use, delete person-level information obtained or derived through such prohibited use, and confirm completion of the required remediation.

8. Reporting Violations

To report any violation of this AUP, please send an e-mail to Tavily’s Legal Department at legal@tavily.com.

9. AUP Modifications

Tavily reserves the right to modify this AUP at any time. Continued use of the Services after any such changes constitutes acceptance of the updated AUP.