Terms of Service

Terms and Conditions

Zinit America Ltd. is a company duly incorporated under the laws of the State of Delaware, United States, with its registered office at 1007 N Orange St., 4th Floor, Suite 1382, Wilmington, DE 19801, United States (hereinafter referred to as “We”/“Us”/“Company”/“Our”, which expression shall mean and include its affiliates, successors and permitted assigns). The Company is engaged in the business of providing a software platform for B2B (business-to-business) tenders (goods, works, and services), with the goal of making procurement processes transparent and fair (“Services”).

The Company operates through the website https://zinit.com/ (the “Website” or “Platform”). The Platform is an AI-driven platform made available to suppliers that participate in tenders listed on the Platform (“Suppliers”) and organizations that publish tenders on the Platform (“Bidder Owners”). Suppliers and Bidder Owners are collectively referred to as “Users,” “You,” or “Your.” Your use of the Platform is governed by these terms and conditions (the “Terms”), together with any policies incorporated into these Terms by reference. By accessing or using the Platform, You enter into a binding agreement with the Company and agree to comply with these Terms and the incorporated policies.

These Terms and Conditions constitute an electronic record and are valid and enforceable in accordance with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the applicable state Uniform Electronic Transactions Act (UETA), as adopted in Delaware. This electronic document does not require any physical or digital signature to be binding.

By accessing or using the Platform, You agree to the rules, guidelines, policies, terms, and conditions applicable to the Services, each of which is incorporated into these Terms by reference. We may modify these Terms from time to time by posting an updated version on the Platform or providing other notice as required by applicable law. Unless otherwise stated, changes become effective when posted. You are responsible for reviewing these Terms periodically. Your continued use of the Platform after the effective date of revised Terms constitutes acceptance of those revisions. Subject to Your compliance with these Terms, We grant You a limited, non-exclusive, non-transferable, revocable right to access and use the Platform solely for Your internal business purposes. If You do not agree to these Terms, do not access or use the Platform or Services.

Personal Data

The Platform allows You to submit and access certain personal data (including but not limited to name, email address, contact number, gender, employee data, and tender-related data, content or material provided by You) (collectively, “User Data”).

By submitting User Data, You grant the Company a limited, non-exclusive license to host, store, copy, process, transmit, display, modify, and disclose User Data only as reasonably necessary to provide, secure, maintain, and support the Services; enable features and sharing that You authorize; comply with applicable law; and enforce these Terms. This license continues only for as long as necessary for those purposes, including any reasonable backup, wind-down, or legally required retention period. The Company will not use confidential User Data for advertising, case studies, or other promotional purposes without Your separate consent. You represent and warrant that You have all rights and permissions necessary to provide User Data and grant this license. User Data may be transferred to and maintained on servers located outside the United States, subject to safeguards required by applicable data protection laws. By creating an account, You agree to receive account and service communications, such as registration confirmations, updates to these Terms, account-expiration notices, and tender details, by email, SMS, or WhatsApp, in each case subject to applicable law, including the Telephone Consumer Protection Act where applicable.

Information about Your hardware and software may be automatically collected by Us. This information can include usage information regarding Your interactions with the Platform, device information such as unique device identifiers, operating system information, internet service provider, IP address, screen resolution, language, and the date and time of each of Your logins and requests. This information is used for the operation of the Platform, to maintain quality of the Services, and to provide general statistics regarding use of the Services and/or the Platform.

The Company implements reasonable security practices and procedures, including encryption, access controls, and regular security audits, to protect Your personal data. In the event that User Data is disclosed to or accessed by an unauthorized party and this comes to Our knowledge, We shall promptly notify You in accordance with applicable law and use reasonable efforts to cooperate with Your investigation of the incident. The Company shall not be responsible for any backup, recovery or other steps required to ensure that User Data is recoverable in the case of data loss. You are solely responsible for backing up Your User Data on a regular basis and taking appropriate steps to safeguard and ensure the integrity of Your User Data.

You own all right, title, and interest (including all intellectual property rights) in and to Your User Data. Following Your use of the Platform, You may submit a written request to the Company to delete from the Company’s systems any User Data consisting of personally identifiable information, and following receipt of such request, the Company shall promptly delete any such personally identifiable information from its systems, subject to any applicable legal retention requirements. Where applicable state law (including the California Consumer Privacy Act, as amended) grants You additional rights of access, deletion, correction, or portability with respect to Your personal data, the Company shall honor such rights as set out in Our privacy policy. The Company shall provide to You a copy of Your User Data promptly following Your written request for such User Data.

As part of the Services, We may collect certain personal information (including but not limited to phone number and email address) and let You interact with other users of the Platform via social media or other third-party service platforms. Details of the types of information We collect and the end use of such information are provided in Our privacy policy, which can be accessed at https://zinit.com/privacy. You acknowledge that We do not control what users do with information they obtain from WhatsApp or other social media or third-party service platforms. You acknowledge that We are not responsible or liable for interactions between users/third parties. We are not liable for disputes, claims, losses, injuries or damage of any kind that arise out of or relate to the conduct of users of the Platform and/or any third party.

Subscription and Payment Terms

Registration of User. Each User shall subscribe to the Services by registering and maintaining an account created by the User (“User Account”), for which We will require You to furnish certain information and details, including but not limited to User Data and any other information deemed necessary by the Company. You agree to keep this information updated at all times. You agree to maintain the confidentiality of Your User Account and its credentials. You are responsible for the security of the chosen password and are fully liable for all actions or omissions taken through the Platform using Your User Account, including cases of voluntary disclosure or failure to maintain confidentiality of access credentials to third parties. You acknowledge and agree that any action performed through Your User Account shall be deemed to have been performed by You.

Payment Terms.

Bidder Owner’s Payment Terms. The Services provided through the Platform to the Bidder Owner are made available through an annual subscription plan valid for a period of 365 (three hundred sixty-five) days from the date of subscription. To access or use the Services provided by Us, the Bidder Owner is required to subscribe by making payment of the subscription fee on the Platform. By subscribing to the Services, the Bidder Owner agrees to pay the annual subscription fee in advance for the upcoming year. The fee is considered paid from the moment the funds are credited to Our bank account.

Supplier’s Payment Terms. For the Supplier, no upfront subscription fee shall be charged by Us. Instead, in the event that the Supplier is selected as the winning bidder, the Supplier shall be subject to a two-component fee structure consisting of (a) a fixed platform fee (“Platform Flat Fee”) and (b) a variable fee (“Variable Service Fee”), both of which shall be calculated in accordance with the Service Fee Schedule published by Us from time to time (Schedule 1).

The applicable Platform Flat Fee and Variable Service Fee shall be determined by reference to the total value of the purchase order. Both components of the Service Fee shall be invoiced upon award confirmation and shall be payable within seven (7) days of invoice issuance, regardless of whether the underlying transaction with the Client is completed, delayed, amended, or cancelled.

For the avoidance of doubt, any cancellation or revision of the order, including the reissuance of the same tender under a different structure, shall not exempt the Supplier from payment of the Platform Flat Fee and Variable Service Fee unless expressly waived in writing by Us.

For each tender published on the Platform that You are eligible to participate in, the applicable Service Fees will be clearly displayed. By choosing to proceed with participation in any such tender, You acknowledge and agree to the Service Fees, and Your participation shall be deemed acceptance of the terms attached to the Service Fees. Additionally, the Supplier hereby agrees that:

• If an invoice has been issued to the originally declared winner(s) and subsequently the Bidder Owner revises or cancels the results but still awards the tender to the same Supplier under revised conditions, including but not limited to a reduction in volume or price, then the basis for calculating the Service Fee invoiced to the Supplier shall be the higher tender value. For the avoidance of doubt, We shall issue an additional invoice to the Supplier if the revised result and/or new contract between the Supplier and the Bidder Owner has a value greater than that of the original contract.

• If the revised award results in a higher contract value, We reserve the right to recalculate the Service Fee based on the updated amount specified in the new announcement addressed to the winning Supplier(s). In this case, the Company shall issue an additional invoice in an amount equal to the difference between the initial invoice and the new Service Fee value.

• If the Bidder Owner selects a different winner after an invoice has been issued to the original winner(s), the new winner shall become obligated to pay the Service Fee based on the amount indicated in the announcement addressed to them. In connection with the foregoing, We shall issue a new invoice to the new winner for the Service Fee.

• In cases where multiple Suppliers are selected as winners, the Service Fee shall be calculated individually for each winning Supplier, based on the value of their accepted offer.

• The Service Fee shall be calculated strictly in accordance with the Service Fee Schedule set out in Schedule 1 and applicable at the time the tender results are declared. The Service Fee for a tender shall not be varied after an invoice has been issued to the winning Supplier(s). It is hereby agreed that any negotiations, agreements, or legally binding documents executed between the Bidder Owner and Supplier(s) outside the Platform, on terms differing from those published, shall have no effect on the calculation of the Service Fee. For clarity, the Service Fee is determined exclusively based on the data provided in the tender as published on the Platform, regardless of any off-Platform arrangements. The obligation to pay the Service Fee is absolute, independent, and not contingent upon completion, performance, or validity of any underlying contract between the Bidder Owner and Supplier.

If the Supplier fails to pay a Service Fee when due, the Company may suspend the Supplier’s account until all overdue amounts are paid. Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. To the maximum extent permitted by applicable law, the Supplier shall also reimburse the Company for reasonable costs incurred to collect overdue amounts, including reasonable attorneys’ fees and collection-agency fees.

At the time of publishing the tender request on the Platform, the Bidder Owner may elect to bear the cost of the Platform Operator’s Fee. This election must be made and clearly indicated prior to publication of the tender request on the Platform. By selecting the option indicating that the Platform Operator’s Fee is payable by the Bidder Owner and clicking the “Publish Request” button, the Bidder Owner expressly acknowledges and agrees to pay the Platform Operator’s Fee to the Company in accordance with the terms applicable to the tender request.

Mode of Payment. The subscription fee payable by the Bidder Owner excludes all applicable taxes and any charges or deductions imposed by a payment provider, including charges associated with credit cards, debit cards, or ACH/bank transfers. The Bidder Owner may pay the subscription fee using any payment method made available by the Company. If the Company changes the applicable subscription fee, the Company will provide advance notice by email to the address associated with the Bidder Owner’s account. When subscribing to the Services, the Bidder Owner must provide complete and accurate payment information and authorizes the Company to charge the applicable fees. If payment is not received, access to the Services will not begin or may be suspended or terminated. The Bidder Owner may access the Services only after full payment of the applicable subscription fee.

Invoice. Unless a different payment period is expressly stated elsewhere in these Terms or on the applicable invoice, each invoice issued by Us is due within seven (7) days after its date of issuance. You may view available payment and invoice history on the Platform. Invoices and payment confirmations may also be sent to the email address registered with Us.

Tax withholding and compliance obligations. In the event that We are obligated under applicable U.S. federal or state law to undertake any tax withholding or other statutory compliance in relation to activities facilitated through the Platform, including where payments are made directly between the Supplier and the Bidder Owner, and We incur any tax-related liability or cost (including, without limitation, withholding tax amounts or compliance-related expenses) on behalf of the Supplier, We shall have the right to recover such amounts from the Supplier immediately upon demand.

Restriction on Use. The Platform is only available to Bidder Owners and Suppliers who participate in tenders by themselves, directly or indirectly through the means of a consortium or partners. Every Bidder Owner is entitled to a single subscription per User Account, and such subscription cannot be shared, transferred, leased, subleased, rented, assigned or distributed under any circumstances. If You want further information on permitted use, or a license to republish any material, email us at support@zinit.com.

Renewal. Renewal of a Bidder Owner’s subscription is optional. We may modify the subscription fees or these Terms for a renewal period by providing notice before the renewal takes effect. The fees and Terms applicable to the renewal will be those disclosed to the Bidder Owner before renewal.

Refund Terms. We may offer a free trial or other opportunity to evaluate the Services before purchase. Because access to the Services is provided electronically and may begin immediately after account activation, fees are non-refundable once paid, except as required by applicable law or as expressly stated in a written refund policy made available by the Company. Before purchasing, You are responsible for reviewing the applicable Service description and fees and contacting Us with any questions.

Cancellation. We provide Bidder Owners with an option to cancel their subscription at any time, directly, without any requirement of prior notice to the Company. Cancellation may be done by the Bidder Owner through the account settings option available on the Platform. If the subscription period is not exhausted at the time of cancellation, the Bidder Owner may continue to access the Services until the subscription period expires. Subject to the paragraph above regarding Supplier Payment Terms, for Suppliers, once a tender has been secured, they are obligated and liable to pay the agreed amount, which is a percentage of the secured tender’s amount, irrespective of their cancellation of the User Account. Bidder Owners will not be entitled to a refund of the subscription amount (wholly or partially) in case of cancellation of their subscription.

Eligibility. The Platform and Services are intended solely for business use. You must be at least eighteen (18) years old and have the legal capacity to enter into these Terms. If You access or use the Platform on behalf of a company or other legal entity, You represent and warrant that You have authority to bind that entity to these Terms, in which case “You” and “Your” refer to that entity. The Company may suspend or terminate access if these eligibility requirements are not met or if information provided during registration is materially inaccurate or incomplete.

User Representations and Warranties

You hereby represent and warrant:

• That You have the right, authority, and capacity to enter into these Terms and Conditions on Your own behalf and on behalf of any person for whom You are acting, and to abide by all the terms and conditions contained herein, and that if any aspect of Your participation violates provisions of law to which You are subject, You will cease using the Services and close Your User Account.

• That You are at least 18 (eighteen) years old and competent to execute and perform any agreement You enter into through Our Platform.

• That You shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason.

• That You shall not use a user ID name that is subject to any rights of a person other than Yourself without appropriate authorization.

• That You shall comply with the terms and conditions stipulated in these Terms and Conditions.

• That You shall be solely responsible for maintaining the confidentiality of Your password.

• That all representations made by You to Us, including in accordance with these Terms and Conditions, are true, correct and complete, and that You will update Your registration information with the Company as needed so that it remains true, correct and complete.

• That Your usage of the Services will not, in any manner, directly or indirectly, violate the terms of any contractual arrangement binding on You.

In connection with User Data, You hereby represent, warrant, and agree that:

• You have obtained the User Data lawfully, and the User Data does not and will not violate any applicable laws or any person or entity’s proprietary or intellectual property rights.

• The User Data is free of all viruses, Trojan horses, and other elements that could interrupt or harm the systems or software used by Us to provide the Services.

• All User Data has been and will be collected by You in accordance with a privacy policy that permits Us to share, collect, use, and disclose such User Data as contemplated under these Terms and Conditions (including without limitation by enabling You to share certain User Data with third parties through the Platform), and, if required by applicable law, pursuant to consents obtained by You to do each of the foregoing.

• You are solely responsible for ensuring compliance with all laws regarding personal data protection in all jurisdictions that may apply to User Data provided hereunder.

• We may exercise the rights in User Data granted hereunder without liability or cost to any third party.

You shall provide complete, correct, honest and current information as required by the Company at the time of creation of the User Account and at the time of subscription, including but not limited to User Data. If You provide any User Data that is untrue, inaccurate, not current, or incomplete, or if there are reasonable grounds to suspect that the User Data provided by You is untrue, inaccurate, not current or incomplete, the Company reserves the right to suspend, terminate, or refuse Your current or future use of the Platform. To the extent that You have provided User Data to use the Platform, You represent that You have all rights required to provide such User Data and further represent that it is true and accurate.

The User Data complies with the terms of these Terms and Conditions. For purposes of clarity, We take no responsibility and assume no liability for any User Data, and You will be solely responsible for Your User Data and the consequences of sharing it hereunder.

In connection with the Bidder Owner, the Bidder Owner hereby represents and warrants that the Bidder Owner shall not place (or duplicate) identical tenders on other platforms similar to the Platform, shall accept Suppliers’ proposals for the tender placed on the Platform only through the Platform, and shall complete at least 70 percent of the tenders at the end of each quarter by selecting a winner of the tender on the Platform or closing the tender without choosing a winner if no bids for the tender were submitted or none of the proposals submitted met Your criteria.

Prohibited Use

The Platform may be used only for lawful purposes. The Company specifically prohibits any use of the Platform for, and You agree not to use the Platform for, any of the following purposes:

• Modifying, publishing, storing, transmitting, updating, distributing, displaying, performing, participating in the transfer or sale of, creating derivative works based on, or in any way exploiting any of the copyrighted material contained on the Platform, in whole or in part, without Our prior written consent.

• Subleasing, leasing, selling, assigning, transferring, distributing, renting, permitting concurrent use of, or granting other rights in the data/User Data/any data relating to the Services and any material and documentation provided on the Platform by other Users or the Company to any third party.

• Defaming, libeling, disparaging, threatening, harassing or intimidating anyone, or otherwise violating the personal, privacy, contractual, intellectual property or other rights of any person, including through the use of offensive comments related to race, national origin, gender, sexual orientation or disability.

• Submitting any content or material that falsely expresses or implies that such data/User Data/any data relating to the Services or material is sponsored or endorsed by the Company.

• Selling access to the Platform or any part thereof other than through a mechanism expressly approved by the Company.

Under no circumstances shall the Supplier submit bids that intentionally understate, conceal or artificially reduce the true commercial value of the tendered goods or services for the purpose of avoiding or reducing the Service Fee payable to the Company. Any such conduct shall constitute a material breach of these Terms and Conditions.

Furthermore, the Supplier shall not engage in, initiate, or facilitate any actions — directly or indirectly, individually or in collusion with the Bidder Owner or any third party — that may result in the circumvention, avoidance, or reduction of the Service Fee or any other fees due to the Company.

You shall not use, display, upload, modify, publish, transmit, update, share or store any information that:

• belongs to another person and to which You do not have any right;

• is harmful, threatening, abusive, harassing, objectionable, defamatory, vulgar, obscene, pornographic, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, disparaging, relates to or encourages money laundering or gambling, or is otherwise unlawful in any manner whatsoever;

• harms minors in any way;

• infringes any patent, trademark, copyright or other proprietary rights;

• violates any applicable law;

• discloses sensitive personal information of another person to which the User does not have any right;

• causes annoyance or inconvenience, deceives or misleads the recipient as to the origin of such messages, or communicates any information that is grossly offensive or menacing in nature;

• impersonates another person;

• contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; and

• threatens public order, national security, or the sovereignty of the United States, or is otherwise unlawful.

We reserve the right to suspend or terminate accounts engaged in prohibited conduct.

Termination

If We determine that You have violated these Terms, We may, in Our sole discretion and to the extent permitted by applicable law, immediately suspend or terminate Your subscription or access to any feature or portion of the Services. We may take such action without prior notice where reasonably necessary to protect the Platform, other Users, or the Company, or otherwise after any notice required by applicable law. Upon termination, Your right to access and use the Services ends, and the Company is not required to refund amounts previously paid except as required by applicable law.

In relation to any violation of these Terms and Conditions, We have the right, at Our sole discretion, to suspend, limit, or terminate Your access to informational mailings at any time without explanation or prior notice to You.

In the event of termination of these Terms and Conditions, the provisions of these Terms and Conditions that by their nature should survive termination (including, without limitation, Personal Data, Indemnity, Intellectual Property, and Governing Law and Dispute Resolution) shall remain in force and binding upon the Company and You.

These Terms terminate with respect to Your future use when You close Your User Account, except for provisions that survive termination and obligations accrued before closure.

Indemnity

You agree to indemnify and hold the Company and its directors, shareholders, employees, affiliates, agents, or licensors harmless from: (i) any actions, claims, demands, suits, damages, losses, penalties, interest and other charges and expenses (including reasonable legal fees and other dispute resolution costs) made by any person due to or arising out of Your use of the Services, any violation of the terms of these Terms and Conditions, or any other agreement executed with the Company or another person by You; (ii) any acts or deeds, including non-compliance or violation of any applicable law, rule or regulation on Your part; (iii) any fraud committed by You; (iv) Your infringement of any intellectual property or other right of any person or entity; or (v) any threatening, libelous, obscene, harassing or offensive material posted/transmitted by You on the Platform.

Your obligations under this Section shall survive the termination of these Terms and Conditions.

Intellectual Property

This Platform is operated by and is the property of the Company. Materials made available through the Platform, including images, illustrations, audio and video clips, trade names, proprietary information, technology, databases, and related rights, are protected by copyright, trademark, and other intellectual property laws and are owned by the Company, its licensors, or the Users that submitted the applicable content. Subject to these Terms, You may use Company-provided materials solely for Your internal business purposes in connection with the Services. Except as expressly permitted by these Terms or by the Company in writing, You may not copy, reproduce, republish, post, upload, transmit, distribute, modify, or create derivative works from those materials, or assist another person in doing so.

The Company grants You a limited, non-exclusive, revocable, non-transferable license to access and use the Platform solely for Your internal business purposes in connection with the Services. All right, title, and interest in and to the Platform, excluding content submitted by Users, remains the exclusive property of the Company or its licensors.

You retain all right, title, and interest in content and User Data that You submit to the Platform. Except for the limited license expressly granted in the Personal Data section of these Terms, no ownership rights in Your content or User Data are transferred to the Company. The Company will handle confidential content in accordance with these Terms, the applicable privacy policy, and any separate written confidentiality obligations. Upon a valid request, the Company will delete or return submitted content as required by applicable law and its applicable retention obligations.

From time to time, We test various aspects of Our Platform, including Our Website, user interfaces, service levels, plans, promotions, features, availability of content, delivery, and pricing, and We reserve the right to include You in or exclude You from these tests without notice.

Unless You notify Us in writing that You object, You grant the Company a limited, non-exclusive, royalty-free permission to use Your name and logo solely to identify You as a customer in customer lists and on the Platform’s website. The Company will follow any brand guidelines You provide and will discontinue such use within a reasonable period after receiving Your written request. Any case study, testimonial, press release, or other detailed promotional use requires Your separate prior written consent.

Confidentiality

You are entirely liable for maintaining the confidentiality of the User Data, including any other verification information used on the Platform. All activities that occur using the User Data or other verification information supplied to or established by You with respect to the Platform will be Your sole responsibility. The Company is not liable if the User Data is misused by You for any reason whatsoever.

You are responsible not to share information that enables access to or usage of the Platform with any third party. You should immediately notify the Company of any unauthorized use of the Platform, verification information, or any other breach of security. You agree that the Company will not be liable for any loss or damage arising from Your failure to comply with these Terms and Conditions.

Limitation of Liability

For each and every tender-related information item, an initial tender notice (issued by the Bidder Owner) is made available on the Website. Suppliers are requested to read tender notices very carefully.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO (A) YOUR USE OF OR INABILITY TO USE THE SERVICES; (B) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR INFORMATION STORED ON THEM; OR (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM, THE SERVICES, OR THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY TO THE EXTENT IT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING, WHERE APPLICABLE, LIABILITY ARISING FROM A PARTY’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE. YOUR PAYMENT AND INDEMNIFICATION OBLIGATIONS ARE NOT LIMITED BY THIS SECTION.

In the preparation of the Platform and its contents, every effort has been made to offer the most current, correct, and clearly expressed information possible. Nevertheless, inadvertent errors may occur. Without limiting the foregoing, the Company disclaims any responsibility for errors and the accuracy of information that may be contained in the Services. Feedback from Users is welcome to help make the Platform and its contents error-free and user-friendly. The Company also reserves the right, at its discretion, to make changes or corrections, or to withdraw or add content, at any time without notice. Neither the Company nor any third party provides any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on the Platform for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors, and We expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

The Platform provides Users with access to tender documents and notices, including information supplied by Bidder Owners and other third parties. That information is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Company does not warrant its accuracy, completeness, timeliness, non-infringement, merchantability, or fitness for a particular purpose, and has no obligation to update third-party information or ensure its continued availability. The Company’s responsibility for any error, omission, interruption, or delay in procuring, compiling, interpreting, reporting, or delivering such information is subject to the exclusions, limitations, and carve-outs stated in this Limitation of Liability section.

From time to time, the Platform may also include links to other websites. These links are provided for Your convenience to provide further information. They do not signify that We endorse the linked website(s). We have no responsibility for the content of the linked website(s). You may not create a link to the Platform from another website or document without the Company’s prior written consent.

Our Platform is merely a mode of connecting Bidder Owners and Suppliers, and We provide no guarantee to any Bidder Owner of finding a Supplier for any tender listed on the Platform, and We provide no guarantee to any Supplier of securing any tender applied for through the Platform.

We do not participate in the bidding process, act on behalf of a Bidder Owner or Supplier, or control the fulfillment of obligations arising from the bidding process. We are not responsible for the performance of contractual obligations between Bidder Owners and Suppliers, including obligations relating to the quality, quantity, or delivery of goods, works, or services, or payment for them. Disputes or claims between Users must be resolved directly between those Users without the Company’s involvement.

We are not, and under no circumstances can We be deemed to be, responsible for the performance of obligations of the Bidder Owner and Supplier arising from the tender (including but not limited to the performance of the Supplier’s obligations regarding the specification, quality and quantity of goods and services, delivery terms, payment, or any other obligations).

We are not, and under no circumstances can We be deemed to be, responsible for the preparation, negotiation, clarification, confirmation, execution, amendment, renewal, and performance of any contract arising from a tender between the Bidder Owner and the Supplier.

We are not, and under no circumstances can We be deemed to be, responsible for any other events occurring outside the Platform.

The Platform and all information, content, materials, products (including software) and services provided or made available through the Platform are provided on an “as is” and “as available” basis, unless otherwise specified in writing.

The Company makes no representations or warranties of any kind, express or implied, as to the operation of the Platform, or the information, content, materials, products (including software) or services included on or otherwise made available through the Platform, unless otherwise specified in writing.

Without limiting the foregoing, the Company does not warrant that: (i) the Platform or the Services will be uninterrupted, error-free, or free of harmful components; (ii) the information provided on the Platform will always be accurate, complete, reliable, or up to date; or (iii) tenders published on the Platform will necessarily lead to a successful contract or transaction.

The Company shall not be responsible for any downtime, service interruption, delay, or failure in performance resulting from causes beyond its reasonable control, including without limitation force majeure events, internet or communication outages, third-party system failures, or cyber-attacks.

Users expressly acknowledge that their use of the Platform is at their sole risk.

Supplier Contact Information and Consent. You, the Bidder Owner, may provide the Company with the contact details of Your winning Supplier(s) for the purpose of receiving informational communications. By submitting such information, You confirm that You have obtained all necessary consents from Your winning Suppliers to share their contact details with third parties and to allow them to receive informational communications. You acknowledge and agree that You are fully responsible for obtaining such consents and that You will indemnify and hold the Company harmless from any claims, losses, damages, or expenses arising from Your failure to comply with this obligation.

Governing Law and Dispute Resolution

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or in connection with these Terms and Conditions, or the breach, termination, or validity thereof, shall to the extent possible be settled amicably by negotiation and discussion between the Company and the User, which negotiations shall begin promptly, within 15 (fifteen) days after a party has delivered to the other party a written request for such consultation.

If the parties do not resolve the dispute within fifteen (15) days after negotiations begin, each party irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware and waives any objection to venue in those courts, including any objection based on forum non conveniens. While a dispute is pending, the Company and You will continue to perform their respective obligations under these Terms that are not the subject of the dispute, to the extent reasonably practicable.

EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THESE TERMS AND CONDITIONS.

Notice

All notices served by the Company shall be provided via email to Your account. Any notice to be provided to the Company should be sent to legal@zinit.com.

Entire Agreement

These Terms and Conditions, along with the Privacy Policy and any other guidelines made applicable to the Platform from time to time, constitute the entire agreement between the Company and You with respect to Your access to or use of the Platform and the Services thereof.

Force Majeure

In no event shall the Company be held liable for any failure to perform any of its obligations, if performance is prevented, hindered or delayed by any event due to any cause beyond the reasonable control of a party, including, without limitation, unavailability of any communication system, transmitters, sabotage, fire, vandalism, flood, explosion, hacking, pandemic, lockdowns, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, embargo, war, or acts of government (“Force Majeure Event”).

Severability

If any term, provision, covenant, or restriction of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of these Terms and Conditions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

No Waiver

The rights and remedies available under these Terms and Conditions may be exercised as often as necessary and are cumulative and not exclusive of rights or remedies provided by law. A right may be waived only in writing. Delay in exercising or non-exercise of any such right or remedy does not constitute a waiver of that right or remedy, or any other right or remedy.

No Relationship

You acknowledge that Your participation on the Platform and/or subscription to the Services does not make You an employee, agent, partner, or joint venturer of, or franchisee of, the Company.

Contact Us

We strive to provide a reliable and helpful experience. If You experience an issue, please contact Us at support@zinit.com.

Acceptance

By using Our Website, You acknowledge that You have read, understood, and agree to be bound by these Terms and Conditions.

Schedule 1 — Service Fee Schedule (effective July 28, 2026)

The Service Fee payable by a Supplier (or by the Bidder Owner, where expressly elected) consists of (a) a fixed Platform Flat Fee and (b) a Variable Service Fee calculated by multiplying the applicable rate by the RFP volume. The official fee schedule uses the following formula: total fee = Platform Flat Fee + (Variable Service Fee × RFP volume).

The official fee schedule does not specify a separate cap. Unless a revised Schedule 1 states otherwise, the total Service Fee is calculated solely under the formula above.

The Service Fee is payable within seven (7) days of invoice issuance, regardless of whether the underlying transaction is completed, cancelled, or varied.

The Company reserves the right to update this Schedule from time to time by posting a revised version on the Platform. Such updates shall apply only to tenders published after the effective date of the revised Schedule.