Breachlink Consumer Terms of Service

These Consumer Terms of Service ("Agreement") govern the use of the Breachlink platform ("Platform") by law firms, insurers, corporations, or other entities that oversee, supervise, or pay for breach-related services or create bid requests to solicit vendor proposals ("Buyer" or "you"). By registering for a buyer account, posting or reviewing bid requests, or otherwise accessing the Platform for the purpose of evaluating or purchasing services from vendors, or just to check out the platform, you agree to be bound by these Terms.

1. Use of the Platform

1.1 Bid Request Creation
You may use the Platform to post bid requests, solicit proposals, review vendor submissions, and select a vendor to perform services. You are responsible for providing accurate and complete information when creating a bid request.

1.2 Non-Binding Nature of Bids
Bids submitted through Breachlink are non-binding. Final pricing, scope, and terms are negotiated off-platform after a winner is selected and notified. However, you are expected to engage with vendors in good faith and not misuse the Platform to collect market intelligence or simulate competitive interest without genuine procurement intent.

1.3 Bid Request Resolution
You agree to either (a) select a winning vendor, or (b) close the bid request within 30 days of its creation. Breachlink may follow up on unresolved bid requests and reserves the right to suspend users or restrict future posting if requests are abandoned without resolution.

1.4 Vendor Communications
Buyers may communicate with vendors through the Platform or via email or phone for due diligence, clarification, or vendor evaluation prior to selecting a winner. However, all final vendor selections must occur through the Breachlink Platform. Vendors are prohibited from asking questions beyond the scope necessary to complete or clarify a quote, including attempts to identify the breached party and any attempts by the vendor to circumvent the Vendor terms and conditions must be reported to Breachlink as soon as possible. Buyers may not finalize vendor selection, enter into binding agreements, or initiate service delivery outside the Breachlink Platform prior to officially selecting a winner. Any attempt to circumvent the Platform may result in removal and other remedies as outlined in Section 6.

1.5 Vendor Inclusion
Breachlink reserves the right to include additional vendors on the bid request (e.g., Featured Vendors, preferred panels, or category matches). You may remove or disregard any vendors from your view. Inclusion does not imply endorsement or require engagement.

2. Vendor Selection and Engagement

2.1 Buyer Autonomy
You are solely responsible for evaluating vendor submissions and selecting a vendor. Breachlink does not endorse or guarantee any vendor and is not a party to your agreement with any vendor.

2.2 Off-Platform Contracting
All contracting and payment arrangements are conducted off-platform after Vendor Selection has occurred within the Platform. However, engaging with a vendor introduced through the Platform is still subject to these Terms, including non-circumvention and confidentiality provisions.

2.3 Non-Circumvention
You agree not to bypass, circumvent, or attempt to avoid the Platform by engaging directly with vendors in a way that defeats the purpose of the Platform. This includes but is not limited to soliciting services outside of Breachlink to avoid vendor platform fees.

3. Fees and Charges

3.1 Current Access
As of the effective date of these Terms, Breachlink provides buyers access to the Platform's core functionality at no charge, including the ability to create accounts, post bid requests, and compare vendor responses under the current free tier.

3.2 Tiers and Limits
Breachlink reserves the right to introduce new usage tiers, place limitations on the free tier (e.g., limiting the number of monthly bid requests), or begin charging for specific advanced features currently offered at no cost. These changes will not be applied retroactively. You will not be charged for any feature or service unless you explicitly choose to subscribe or upgrade to a paid plan.

3.3 Optional Upgrades
If Breachlink introduces new paid features or tiers, you will have the opportunity to review and accept any applicable fees before gaining access. No charges will be applied to your account without your prior consent.

3.4 Notice and Transparency
We will provide clear notice of any future changes to feature availability or tier structure via email, in-platform messaging, or updates to these Terms. It is your responsibility to review the current Terms prior to initiating or continuing use of the Platform.

4. Privacy, Security, and Confidentiality

4.1 Privacy Policy
Your use of the Platform is governed by the Breachlink Privacy Policy, which explains how we collect, use, retain, disclose, and protect your information. By using the Platform, you acknowledge that you have read and agree to the Privacy Policy.

4.2 Security Expectations
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to implement reasonable safeguards and notify Breachlink immediately of any unauthorized access.

4.3 Confidentiality of Vendor Submissions
You agree to treat all vendor submissions, including pricing, proposals, capabilities, and documentation, as confidential and use them only for internal decision-making in connection with your bid request.

4.4 Sensitive and Privileged Information
You acknowledge that certain information may be legally privileged or sensitive. You agree to handle such information in compliance with applicable laws and standards, including those governing privilege, confidentiality, and data protection.

4.5 Use of De-Identified Data
Breachlink may collect and use de-identified, aggregated data from your use of the Platform for operational metrics, analytics, and product improvement, provided such data does not identify you or disclose confidential information.

5. Acceptable Use and Compliance

5.1 Acceptable Use
You agree not to:

• Reverse engineer or copy the Platform's functionality;
• Attempt to gain unauthorized access to systems or data;
• Overload or disrupt the Platform;
• Use the Platform to collect competitive intelligence.

5.2 Legal and Regulatory Compliance
You are responsible for ensuring your use of the Platform complies with all applicable laws, regulations, and contractual obligations relevant to your organization.

6. Remedies

6.1 Application of Remedies
Any violation of these Terms, including violations of Sections 1 through 5, may result in Breachlink exercising one or more of the remedies described in this Section 6 and in Section 7 (Liability and Indemnification), in addition to other rights available under law or equity.

6.2 Suspension or Removal
Breachlink may suspend, restrict, or permanently remove your access to the Platform at its sole discretion for violations of these Terms, harm to vendors or other users, or conduct that undermines the Platform's purpose.

6.3 Monetary Damages
You acknowledge that violations of these Terms may cause actual or consequential damages to Breachlink. We may seek all available monetary remedies including compensatory, consequential, and special damages, plus legal fees.

6.4 Injunctive Relief
Certain violations, such as circumventing the Platform or misusing confidential information, may cause irreparable harm. Breachlink shall be entitled to seek injunctive or equitable relief without the need to post bond.

7. Liability and Indemnification

7.1 Limitation of Liability
To the fullest extent permitted by law, Breachlink is not liable for indirect, incidental, special, or consequential damages, including lost profits or business interruption.

7.2 No Responsibility for Vendor Performance
Breachlink is not responsible for the performance, quality, or outcome of services provided by any vendor. Your agreement with any vendor is separate and independent of these Terms.

7.3 Indemnification
You agree to defend, indemnify, and hold harmless Breachlink and its affiliates from any claims, damages, or expenses arising out of:

• Your use of the Platform;
• Your violation of these Terms;
• Disputes or claims between you and any vendor;
• Any third-party claims related to your misuse of vendor data or failure to meet legal obligations.

8. Governing Law and Dispute Resolution

8.1 Governing Law
This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of law principles.

8.2 Jurisdiction
You agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute arising out of or relating to these Terms.

9. Changes to the Terms

9.1 Right to Modify
Breachlink may update these Terms at any time. Changes will be posted on the Platform.

9.2 Continued Use
Your continued use of the Platform after such changes constitutes your acceptance. If you do not agree, you must discontinue use of the Platform.

10. General Provisions

10.1 Entire Agreement
These Terms, including incorporated policies, constitute the entire agreement between you and Breachlink regarding the Platform.

10.2 No Waiver
Our failure to enforce any provision shall not be deemed a waiver of that right.

10.3 Severability
If any provision is found unenforceable, the remainder of these Terms shall remain in full force and effect.

10.4 Assignment
You may not assign your rights or obligations without Breachlink's prior written consent. We may assign these Terms at our discretion.

11. Confidentiality

You agree not to disclose, disseminate, or misuse any confidential or proprietary information obtained through the Platform, including but not limited to vendor submissions, pricing, capabilities, documentation, platform functionality, communications with Breachlink, or other user activity. This includes any information that is marked confidential, would reasonably be considered confidential, or is shared in the context of your use of the Platform. This duty of confidentiality survives termination of your use of the Platform.