CoExcel Solutions | SourceBoard® Effective Date: April 2, 2026 | Last Updated: April 2, 2026

These Terms and Conditions of Use ("Terms", "Agreement") constitute a legally binding agreement between you ("User", "you", or "your") and CoExcel Solutions LLC, including its affiliated platform SourceBoard® (collectively, "CoExcel", "we", "us", or "our"), governing your access to and use of the CoExcel Solutions website (and any associated subdomains), the SourceBoard® platform, and all related products, services, software, tools, AI-powered features, content, newsletters, blog posts, articles, and publications (collectively, the "Services").

BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY. If you do not agree to these Terms, you must immediately cease all use of the Services.

CoExcel reserves the right to modify these Terms at any time in its sole discretion. Changes take effect immediately upon posting. Your continued use of the Services following any modification constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

2.1 CoExcel Solutions

CoExcel Solutions is a defense advisory and consulting firm serving the Defense Industrial Base ("DIB"). Services include but are not limited to strategic advisory, growth partnership programs, procurement consulting, compliance guidance, business development support, and related professional services.

2.2 SourceBoard®

SourceBoard® is an AI-powered intelligent source-to-pay platform designed for defense procurement. SourceBoard® integrates artificial intelligence, data analytics, and procurement workflow automation to support sourcing, supplier management, compliance tracking, and procurement operations within the defense sector.

2.3 AI Tools, Intelligence Features, and Content Generation

Our Services include AI-powered tools, widgets, chatbots, recommendation engines, document generators, capability statement builders, FAR/DFARS compliance analysis tools, supplier intelligence dashboards, and other automated and semi-automated content generation features (collectively, "AI Tools"). These AI Tools are provided as informational and operational aids only and do not constitute legal, financial, regulatory, or procurement advice.

2.4 Website Content

The Services include all content published on our websites, including blog posts, articles, newsletters, supplier spotlights, industry analyses, case studies, white papers, webinars, and other editorial and informational materials (collectively, "Content").

The Services are intended for use by businesses, government contractors, defense industry professionals, and other commercial and governmental entities operating lawfully within the United States and applicable international jurisdictions. By using the Services, you represent and warrant that:

• You are at least 18 years of age and legally capable of entering into binding contracts;
• You are authorized to act on behalf of any organization or entity you represent;
• Your use of the Services complies with all applicable federal, state, local, and international laws and regulations, including but not limited to the Federal Acquisition Regulation (FAR), Defense Federal Acquisition Regulation Supplement (DFARS), Export Administration Regulations (EAR), and International Traffic in Arms Regulations (ITAR);
• You are not listed on any U.S. government denied party, debarred, or suspended list.

4.1 Account Registration

Certain features of the Services may require you to register for an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

4.2 Account Security

You agree to immediately notify CoExcel of any unauthorized use of your account or any other breach of security. CoExcel will not be liable for any loss or damage arising from your failure to safeguard your account credentials. CoExcel reserves the right to disable or terminate any account at any time, with or without notice, for any reason, including but not limited to violation of these Terms.

4.3 Authorized Use Only

You agree to use the Services solely for lawful purposes and in accordance with these Terms. You shall not share, transfer, or assign your account access to any unauthorized third party.

You agree that you will NOT use the Services to:

• Violate any applicable law, regulation, executive order, or government directive;
• Upload, transmit, or distribute any content that is unlawful, defamatory, harassing, fraudulent, tortious, obscene, or otherwise objectionable;
• Introduce any virus, malware, ransomware, spyware, or other harmful code;
• Attempt to gain unauthorized access to any system, network, or data;
• Engage in any data scraping, web crawling, or automated data extraction without prior written consent;
• Reverse engineer, decompile, disassemble, or attempt to derive source code from any software component of the Services;
• Circumvent, disable, or interfere with security-related features of the Services;
• Use the Services to develop a competing product or service without prior written consent;
• Misrepresent your identity, affiliation, or the origin of any content you submit;
• Transmit any export-controlled, classified, or sensitive government information through the Services without appropriate authorization;
• Use any AI Tool output as a substitute for qualified legal, financial, regulatory, or procurement counsel.

6.1 Nature of AI-Generated Output

The AI Tools integrated within the Services produce output based on machine learning models, large language models, and algorithmic processing. All AI-generated content, recommendations, analyses, and outputs are provided "AS IS" and for informational purposes only. CoExcel does not guarantee the accuracy, completeness, timeliness, or fitness for any particular purpose of any AI-generated output.

6.2 No Reliance for Regulatory or Legal Compliance

AI-generated compliance analyses, FAR/DFARS gap assessments, capability statement drafts, source-to-pay recommendations, and similar outputs DO NOT constitute legal advice, regulatory compliance opinions, or official government guidance. You are solely responsible for verifying AI-generated content against authoritative sources and for ensuring your organization's compliance with all applicable laws and regulations. CoExcel expressly disclaims all liability arising from reliance on AI Tool outputs.

6.3 Limitations of AI Tools

You acknowledge that AI Tools may:

• Produce inaccurate, incomplete, outdated, or misleading information;
• Reflect biases inherent in training data;
• Fail to account for jurisdiction-specific legal requirements;
• Generate content that requires professional review before operational use;
• Be subject to unscheduled outages, modifications, or discontinuation.

6.4 User Responsibility for AI Tool Inputs

You are solely responsible for all data, information, and content you input into any AI Tool. You represent and warrant that such inputs do not contain any classified information, controlled unclassified information (CUI), personally identifiable information (PII) beyond what is necessary, proprietary third-party data submitted without authorization, or any data subject to export control without appropriate clearances.

6.5 AI Tool Improvement

CoExcel may use anonymized, aggregated interaction data from AI Tools to improve model performance and platform functionality, subject to our Privacy Policy. CoExcel will not use individually identifiable inputs to train third-party AI models without your consent.

7.1 Informational Purpose Only

All editorial content published by CoExcel, including blog posts, articles, supplier spotlights, industry analyses, newsletters, and similar materials, is provided for general informational and educational purposes only. Such content does not constitute professional advice of any kind and should not be relied upon as a basis for business, legal, regulatory, financial, or operational decisions.

7.2 No Endorsement

References to third-party companies, products, services, or suppliers in any CoExcel Content do not constitute an endorsement, recommendation, or warranty of any kind. CoExcel makes no representations regarding the accuracy, reliability, or quality of any third-party entity referenced in its Content.

7.3 Content Currency

Defense industry regulations, procurement policies, and market conditions change frequently. CoExcel Content may not reflect the most current developments. Users should independently verify all information before acting upon it.

7.4 Guest and Contributed Content

From time to time, CoExcel may publish content contributed by third parties, guests, or partners. Such content represents the views of the contributing party only and does not necessarily reflect the views of CoExcel Solutions or SourceBoard®. CoExcel does not independently verify all statements made in guest content.

8.1 CoExcel Ownership

All content, features, functionality, software, code, algorithms, data models, AI models, branding, trademarks, service marks, trade dress, logos, visual design, and other intellectual property associated with the Services — including but not limited to the CoExcel Solutions brand and the SourceBoard® platform — are the exclusive property of CoExcel Solutions LLC and its licensors, protected under applicable U.S. and international intellectual property laws.

8.2 Limited License

Subject to your compliance with these Terms, CoExcel grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes only. This license does not include the right to sublicense, reproduce, distribute, publicly display, create derivative works from, reverse engineer, or commercially exploit any element of the Services.

8.3 Restrictions

You may not: (i) remove, alter, or obscure any proprietary notices; (ii) use CoExcel or SourceBoard® trademarks without prior written consent; (iii) frame or mirror any portion of the Services; (iv) use any CoExcel Content or AI output to develop competing products or services.

8.4 User-Submitted Content

To the extent you submit, upload, or transmit any content through the Services, you grant CoExcel a worldwide, royalty-free, non-exclusive license to use, reproduce, process, and store such content solely for the purpose of providing and improving the Services, consistent with our Privacy Policy.

8.5 Feedback

Any feedback, suggestions, or ideas you provide regarding the Services may be used by CoExcel without restriction or compensation to you, and you hereby assign all rights in such feedback to CoExcel.

The Services are designed for and marketed to entities operating within the U.S. Defense Industrial Base. Users are solely responsible for ensuring their use of the Services complies with all applicable defense and government contracting requirements, including but not limited to:

• Federal Acquisition Regulation (FAR) and DFARS;
• National Industrial Security Program (NISP) requirements;
• Cybersecurity Maturity Model Certification (CMMC) requirements;
• ITAR and EAR export control regulations;
• Small Business Administration (SBA) set-aside and certification regulations;
• Executive Orders and agency-specific acquisition policies.

CoExcel makes no representation that the Services satisfy any specific government or regulatory requirement applicable to your organization. Users operating under classified or sensitive programs must ensure that no classified or controlled information is processed through the Services without appropriate authorization.

The Services may contain links to or integrations with third-party websites, platforms, tools, or services. These third-party services are not under the control of CoExcel, and CoExcel is not responsible for their content, privacy practices, terms, or availability. The inclusion of any third-party link or integration does not imply endorsement by CoExcel. Your use of third-party services is governed by those parties' terms and conditions.

THE SERVICES, INCLUDING ALL AI TOOLS, CONTENT, AND GENERATED OUTPUT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COEXCEL EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT OR AI-GENERATED OUTPUT;
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE;
• WARRANTIES THAT DEFECTS WILL BE CORRECTED;
• WARRANTIES THAT THE SERVICES SATISFY ANY GOVERNMENT, REGULATORY, OR CONTRACTUAL REQUIREMENT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COEXCEL SOLUTIONS LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR AFFILIATES BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;
• LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES;
• DAMAGES ARISING FROM RELIANCE ON AI-GENERATED CONTENT, RECOMMENDATIONS, OR ANALYSES;
• DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA;
• DAMAGES ARISING FROM YOUR FAILURE TO COMPLY WITH APPLICABLE LAWS OR REGULATIONS;
• COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

IN ALL CASES, COEXCEL'S AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO COEXCEL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

You agree to defend, indemnify, and hold harmless CoExcel Solutions LLC and its officers, directors, employees, contractors, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Services in violation of these Terms; (ii) your violation of any applicable law or regulation; (iii) your infringement of any third-party right; (iv) any content you submit through the Services; (v) any misrepresentation you make to CoExcel or any third party; or (vi) your unauthorized disclosure of export-controlled, classified, or sensitive information through the Services.

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

14.2 Dispute Resolution

Any dispute, claim, or controversy arising from or relating to these Terms or the Services shall first be subject to good-faith negotiation between the parties. If negotiation fails within thirty (30) days, disputes shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Broome County, New York.

14.3 Class Action Waiver

YOU AND COEXCEL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

14.4 Jurisdiction

For any matters not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Broome County, New York.

CoExcel respects intellectual property rights. If you believe that content on the Services infringes your copyright, please submit a written notice to our designated agent including: (i) a description of the copyrighted work; (ii) a description of the allegedly infringing material and its location; (iii) your contact information; (iv) a statement of good faith belief; and (v) a statement under penalty of perjury that the information is accurate. Notices may be submitted to:contact@CoExcel-Solutions.com.

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the collection, use, and sharing of your information as described in our Privacy Policy.

CoExcel is committed to making its Services accessible to all users. If you experience accessibility barriers, please contact us at contact@CoExcel-Solutions.com and we will make reasonable efforts to address your needs.

CoExcel shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, government actions, war, terrorism, cyberattacks, pandemics, natural disasters, labor disputes, or failure of third-party service providers.

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. CoExcel's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

These Terms, together with the Privacy Policy and any other legal notices or agreements published by CoExcel, constitute the entire agreement between you and CoExcel concerning the Services and supersede all prior agreements, understandings, and representations.

For questions regarding these Terms and Conditions, please contact:

CoExcel Solutions LLCBinghamton, New York Email:contact@CoExcel-Solutions.comLegal notices: contact@CoExcel-Solutions.com Website: www.coexcel-solutions.com

CoExcel Solutions | SourceBoard®