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This End User License Agreement (the “Agreement”) is entered into by and between you (“User” or “you”) and RFP360.ai LLC (“Company,” “we,” “us,” or “our”) and governs your access to and use of the RFP360.ai platform, including any associated software, applications, and services (collectively, the “Services”).

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, you must not access or use the Services.

1. License Grant and Restrictions

1.1 License Grant: Subject to the terms and conditions of this Agreement, the Company hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your internal business purposes.

1.2 Restrictions: You shall not, directly or indirectly:

• (a) copy, modify, or create derivative works of the Services;
• (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services;
• (c) rent, lease, sell, sublicense, assign, distribute, or otherwise transfer the Services to any third party;
• (d) use the Services for any unlawful, fraudulent, or unauthorized purpose; or
• (e) interfere with or disrupt the integrity, performance, or security of the Services.

2. User Obligations

2.1 Account Responsibility: You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify the Company immediately of any unauthorized use.

2.2 Compliance with Laws: You agree to use the Services in compliance with all applicable laws, regulations, and industry standards, including without limitation data protection and procurement laws.

2.3 User Content: You are solely responsible for all data, content, and materials uploaded or submitted to the Services (“User Content”), including its accuracy, legality, and appropriateness.

3. Data Privacy and Security

3.1 Data Processing: The Company will process personal and business data in accordance with its Privacy Policy and applicable data protection laws.

3.2 Shared Responsibility Model: You acknowledge and agree that the Services operate under a shared responsibility model. While the Company implements commercially reasonable administrative, technical, and organizational safeguards, you are solely responsible for maintaining appropriate security controls over your systems, credentials, and data.

3.3 Security Disclaimer: The Company does not warrant or guarantee that the Services will be free from security breaches, unauthorized access, data loss, or other vulnerabilities, and shall not be liable for any such incidents except to the extent required by applicable law.

3.4 Data Integrity: The Company shall have no responsibility or liability for the accuracy, completeness, or legality of any User Content.

3.5 Data Backup and Retention: Unless expressly agreed in writing, the Company does not guarantee data backup, recovery, or retention and shall not be responsible for any loss, corruption, or deletion of data.

4. AI-Specific Terms

4.1 AI Functionality: The Services may include artificial intelligence or machine learning–based features that generate outputs, recommendations, analyses, or scores (“AI Outputs”).

4.2 Nature of AI Outputs: You acknowledge that AI Outputs are generated through probabilistic methods and may be inaccurate, incomplete, or biased.

4.3 No Warranty for AI Outputs: The Company makes no representations or warranties regarding the accuracy, completeness, reliability, or fitness for purpose of any AI Outputs.

4.4 Decision-Making Responsibility: The Services, including all AI Outputs, are provided solely as decision-support tools. All decisions, actions, and outcomes resulting from the use of the Services remain solely your responsibility.

4.5 No Compliance Guarantee: The Company does not represent or warrant that any AI Outputs comply with applicable laws, regulations, or procurement requirements.

4.6 No Explainability or Auditability Guarantee: The Company does not guarantee that AI Outputs will be explainable, auditable, or transparent.

4.7 No Performance Guarantee: The Company does not guarantee any level of performance, improvement, or consistency in AI Outputs over time.

5. Intellectual Property Rights

5.1 Ownership: All right, title, and interest in and to the Services, including all intellectual property rights therein, are and shall remain the exclusive property of the Company.

5.2 License to User Content: You grant the Company a non-exclusive, worldwide, royalty-free license to use, process, and display User Content solely as necessary to provide and improve the Services.

6. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

7. Limitation of Liability

7.1 No Liability for Decisions or Outcomes: THE COMPANY SHALL NOT BE LIABLE FOR ANY DECISIONS, ACTIONS, OR OUTCOMES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES OR ANY AI OUTPUTS.

7.2 No Guarantee of Results: THE COMPANY DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION THE SUCCESSFUL AWARD OF RFPS, CONTRACTS, OR BUSINESS OPPORTUNITIES.

7.3 Exclusion of Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR REPUTATION.

7.4 Liability Cap: IN NO EVENT SHALL THE COMPANY’S TOTAL AGGREGATE LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Service Availability

The Company does not guarantee that the Services will be uninterrupted, error-free, or continuously available. The Services may be subject to downtime, maintenance, upgrades, or other interruptions.

9. Termination

9.1 Termination by User: You may terminate this Agreement at any time by discontinuing use of the Services.

9.2 Termination by Company: The Company may suspend or terminate your access to the Services for material breach of this Agreement. Where reasonably practicable, the Company will provide prior notice.

10. Indemnification

You agree to defend, indemnify, and hold harmless the Company and its affiliates from and against any claims, damages, liabilities, and expenses arising out of or related to:

• (a) your use of the Services;
• (b) your violation of this Agreement; or
• (c) your violation of applicable laws or third-party rights.

11. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with applicable laws. Any disputes arising out of or relating to this Agreement shall be resolved through binding arbitration, unless otherwise required by law.

12. Miscellaneous

12.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties.

12.2 Amendments: The Company may modify this Agreement from time to time. Continued use of the Services constitutes acceptance of the updated terms.

12.3 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.