Terms of Service & Subscription Agreement

1. Agreement and How It Applies

1.1 Self-serve and Order Form subscriptions. These Terms apply to both self-service subscriptions purchased online and subscriptions purchased under an Order Form. An Order Form describes the plan, environment, number of authorized users, fees, term, and any negotiated terms for a specific Customer.

1.2 Order of precedence. If there is a conflict between these Terms and a signed Order Form or master agreement executed by both parties, the Order Form or master agreement controls for that Customer, and these Terms fill any gaps. Otherwise, these Terms govern.

1.3 Definitions. "Customer Data" means data, documents, and content Customer or its authorized users upload to or generate in the Service. "Authorized Users" means individuals Customer permits to use the Service under its account. "Fees" means the amounts payable for the Service. "Documentation" means CLEATUS's then-current published user documentation.

2. Provision of the Service and Support

2.1 Provision. CLEATUS will use commercially reasonable efforts to make the Service available and to perform it in a professional manner consistent with prevailing industry standards, and grants Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the term for its internal business purposes in accordance with these Terms and the Documentation.

2.2 Support. CLEATUS will provide standard technical support in accordance with its then-current support practices. Enhanced support or service-level commitments apply only if expressly stated in an Order Form.

2.3 Availability and maintenance. The Service may be temporarily unavailable during scheduled or emergency maintenance or due to causes beyond CLEATUS's reasonable control. CLEATUS will use commercially reasonable efforts to provide advance notice of planned downtime by email or in-product notice.

3. Accounts and Authorized Users

3.1 Account security. Customer is responsible for the accuracy of its registration information, for maintaining the confidentiality of account credentials, and for all activity occurring under its account and Authorized Users. Customer will notify CLEATUS promptly of any unauthorized use.

3.2 Authorized Users. Customer is responsible for its Authorized Users' compliance with these Terms. Access is limited to the number of users permitted by Customer's plan or Order Form.

4. Acceptable Use and Restrictions

4.1 Prohibited conduct. Customer will use the Service only for lawful purposes and will not:

• (a) damage, disable, overburden, or impair the Service or interfere with others' use;
• (b) attempt to gain unauthorized access to the Service, other accounts, or CLEATUS systems;
• (c) use automated means to extract data from the Service for commercial purposes without CLEATUS's prior written consent; or
• (d) engage in any fraudulent, abusive, or unlawful activity.

4.2 Software restrictions. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the Service; modify or create derivative works of the Service except as expressly permitted; use the Service for service-bureau or time-sharing purposes for third parties; or remove any proprietary notices. CLEATUS may monitor use for compliance and may suspend use it reasonably believes violates this Section.

5. Customer Data: Ownership and Use

5.1 Customer ownership. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data, including proposals, narratives, cost breakdowns, compliance matrices, and other materials created through the Service. CLEATUS claims no ownership of Customer Data.

5.2 Limited license to CLEATUS. Customer grants CLEATUS a limited, non-exclusive, non-transferable license to host, store, process, and transmit Customer Data solely to provide, secure, support, and maintain the Service for Customer. CLEATUS will not use or disclose Customer Data for any other purpose except with Customer's consent or as required by law.

5.3 No sale of data; segregation. CLEATUS does not sell Customer Data. Customer Data is logically segregated by account and is not made accessible to, or commingled with, other customers' data.

5.4 Model training. CLEATUS will not use Customer Data to train, fine-tune, or develop any machine-learning or AI model made available to other customers or the public, and will engage third-party model or infrastructure providers only under terms that prohibit training on or retaining Customer Data beyond what is needed to return the requested output.

5.5 Customer responsibility. Customer is solely responsible for the accuracy, legality, and integrity of Customer Data and for having the rights necessary to upload and process it through the Service.

6. Confidentiality

6.1 Definition. "Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is marked confidential or that a reasonable person would understand to be confidential from its nature and the circumstances. CLEATUS's Confidential Information includes non-public information about the features, functionality, and performance of the Service; Customer's Confidential Information includes Customer Data.

6.2 Obligations. The Recipient will (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms, and (b) protect it with at least the degree of care it uses for its own comparable information, and no less than reasonable care, disclosing it only to personnel and advisors who need to know and are bound by comparable confidentiality obligations.

6.3 Exceptions. Confidentiality obligations do not apply to information that is or becomes public through no fault of the Recipient; was known to the Recipient before disclosure; is independently developed without use of the Confidential Information; or is rightfully received from a third party without restriction.

6.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, provided it gives reasonable prior notice where legally permitted and cooperates in seeking protective treatment.

6.5 Duration. These obligations survive for five (5) years after disclosure, except that Customer Data and any information constituting a trade secret remain protected for as long as it qualifies as confidential or as a trade secret under applicable law.

7. Intellectual Property

7.1 CLEATUS ownership. CLEATUS and its licensors own and retain all right, title, and interest in and to the Service, the underlying software, all content and materials provided by CLEATUS, and all improvements, enhancements, and modifications thereto, together with all related intellectual property rights. Except for the limited rights expressly granted, no rights are granted to Customer.

7.2 Feedback. If Customer provides suggestions or feedback about the Service, CLEATUS may use it without restriction or obligation.

7.3 Publicly sourced government data. The Service surfaces publicly published U.S. government procurement data. CLEATUS does not claim ownership of that underlying public data.

8. Fees and Payment

8.1 Fees. Customer will pay the applicable Fees. For self-service subscriptions, Fees are the plan prices displayed at purchase; for Order Form subscriptions, Fees are those stated in the Order Form.

8.2 Payment methods. CLEATUS supports two payment methods:

• (a) Automatic charge (self-service). By providing a payment method, Customer authorizes CLEATUS, through its third-party payment processor, to charge the applicable Fees at purchase and automatically upon each renewal until the subscription is canceled. CLEATUS does not store full payment-card details.
• (b) Invoice / Order Form. Where an Order Form so provides, CLEATUS will invoice Customer, and payment is due within thirty (30) days of the invoice date or on the date specified in the Order Form. No amount is due at signing unless the Order Form states otherwise.

8.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all taxes associated with the Service other than taxes based on CLEATUS's net income.

8.4 Late payment. Undisputed amounts not paid when due may accrue a late charge of 1.5% per month (or the maximum permitted by law, if lower), plus reasonable costs of collection, and CLEATUS may suspend the Service after notice.

8.5 Price changes. CLEATUS may change Fees effective at the start of the next renewal term on at least thirty (30) days' prior notice. Any renewal price cap agreed in an Order Form controls over this Section for that Customer.

8.6 Non-refundable. Except as expressly stated in an Order Form or required by law, Fees are non-refundable, including for partial periods or unused portions of a term.

9. Term and Termination

9.1 Term and renewal. Self-service subscriptions begin on activation and continue for the billing period selected (monthly or annual), renewing automatically at the end of each period until canceled. Customer may cancel a self-service subscription at any time through its account settings; cancellation takes effect at the end of the then-current billing period, and Customer retains access until then. Order Form subscriptions run for the initial term stated in the Order Form and, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term, automatically renew for successive terms of equal length.

9.2 Termination for cause. Either party may terminate these Terms (or an affected Order Form) for the other party's material breach that remains uncured thirty (30) days after written notice. CLEATUS may suspend access for non-payment after notice, or immediately where use poses a security risk or violates Section 4, for the period reasonably necessary to address the issue.

9.3 Effect of termination. On expiration or termination, Customer's right to use the Service ends and Customer will pay all Fees accrued through the effective date of termination.

9.4 Data retrieval. For thirty (30) days after termination, CLEATUS will, on request, make Customer Data available for export in a commercially reasonable format. Thereafter CLEATUS may delete stored Customer Data, subject to any legal retention requirement.

9.5 Survival. Provisions that by their nature should survive termination will survive, including accrued payment obligations, Customer Data ownership, confidentiality, intellectual property, warranty disclaimers, limitation of liability, indemnification, export and government matters, governing law, and general provisions.

10. Warranties and Disclaimer

10.1 Performance commitment. CLEATUS will use reasonable efforts consistent with prevailing industry standards to minimize errors and interruptions in the Service.

10.2 Disclaimer. Except as expressly stated in these Terms, the Service and all related content are provided "as is" and "as available," and CLEATUS disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. CLEATUS does not warrant that the Service will be uninterrupted or error-free, or that outputs will be accurate, complete, or meet Customer's requirements. Outputs are informational and are not legal, contracting, accounting, or other professional advice; Customer is responsible for reviewing and validating them before use.

11. Limitation of Liability

11.1 Exclusion of indirect damages. To the maximum extent permitted by law, neither party (nor CLEATUS's suppliers) will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, or the cost of substitute goods or services, arising out of or related to these Terms, whether in contract, tort, or any other theory, even if advised of the possibility.

11.2 Liability cap. To the maximum extent permitted by law, each party's total aggregate liability arising out of or related to these Terms will not exceed the total Fees paid or payable by Customer for the Service in the twelve (12) months preceding the event giving rise to the claim.

11.3 Super-cap. Notwithstanding Section 11.2, each party's aggregate liability for breach of its confidentiality obligations, or for unauthorized access to or disclosure of the other party's Confidential Information (including Customer Data), will not exceed the total Fees paid or payable by Customer for the Service in the twelve (12) months preceding the event giving rise to the claim.

11.4 Exclusions from the limitations. The limitations in this Section do not apply to death or bodily injury caused by a party's negligence, a party's indemnification obligations under Section 12, or Customer's payment obligations.

12. Indemnification

12.1 Customer indemnity. Customer will indemnify, defend, and hold harmless CLEATUS and its affiliates, and their respective officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to Customer Data, Customer's use of the Service, or Customer's breach of these Terms.

12.2 CLEATUS indemnity. CLEATUS will defend Customer against any third-party claim alleging that the Service, as provided by CLEATUS and used in accordance with these Terms, infringes or misappropriates that third party's U.S. patent, copyright, trademark, or trade secret, and will indemnify Customer for damages and reasonable attorneys' fees finally awarded against Customer (or agreed in settlement). If the Service becomes, or CLEATUS reasonably believes it may become, the subject of such a claim, CLEATUS may at its option and expense: (a) procure the right for Customer to continue using it; (b) modify or replace it to be non-infringing while preserving materially equivalent functionality; or (c) if neither is commercially reasonable, terminate the affected subscription and refund any prepaid, unused Fees. This Section states CLEATUS's entire liability and Customer's exclusive remedy for third-party intellectual-property claims.

12.3 Exclusions. CLEATUS has no obligation under Section 12.2 for claims arising from (a) Customer Data or Customer materials; (b) use of the Service in combination with products, data, or services not provided by CLEATUS, where the claim would not have arisen but for the combination; (c) modifications not made by CLEATUS; or (d) use of the Service other than as permitted by these Terms.

12.4 Procedure. The party seeking indemnification will promptly notify the other in writing of the claim, allow the indemnifying party to control the defense and settlement (provided that no settlement imposing a non-monetary obligation or admission on the indemnified party will be made without its consent), and provide reasonable cooperation.

13. Export Control and U.S. Government Matters

13.1 Commercial item. The Service, software, and Documentation are "commercial products" and "commercial computer software" as those terms are used in FAR 2.101, FAR 12.212, and DFARS 227.7202. Any use, modification, reproduction, release, performance, display, or disclosure by or for the U.S. Government is governed solely by these Terms, and U.S. Government users acquire only the rights expressly granted here.

13.2 Export compliance. Customer will comply with all applicable U.S. export control and sanctions laws, including the Export Administration Regulations, the International Traffic in Arms Regulations, and regulations administered by the Office of Foreign Assets Control. Customer will not export, re-export, or provide access to the Service in violation of those laws, and represents that it and its Authorized Users are not on any U.S. restricted-party list.

13.3 Data classification and regulated data. Unless Customer has subscribed to a CLEATUS environment expressly designated for such data, Customer will not upload or process Controlled Unclassified Information, ITAR- or EAR-controlled technical data, classified information, or other regulated data in the Service. Customer is solely responsible for classifying its data and for its own regulatory and contractual compliance obligations, including under the FAR/DFARS, NIST SP 800-171, and CMMC. CLEATUS does not represent that use of the Service satisfies any such obligation.

14. Privacy

14.1 Use of the Service is subject to the CLEATUS Privacy Policy, which describes how CLEATUS collects, uses, and protects information. By using the Service, Customer consents to the practices described there.

14.2 Texting the CLEATUS support number constitutes consent to receive reply messages about that inquiry. Message frequency varies. Message and data rates may apply. Reply STOP to opt out or HELP for assistance. CLEATUS does not send marketing messages by text and does not text anyone who has not messaged it first.

15. Third-Party Services and Links

15.1 The Service may integrate with or link to third-party services not controlled by CLEATUS. CLEATUS is not responsible for third-party services, and Customer's use of them is governed by their own terms. Any AI assistant connectors are subject to the additional terms described in the Privacy Policy.

16. Changes to These Terms

16.1 CLEATUS may update these Terms from time to time. For material changes, CLEATUS will provide notice by posting the revised Terms and updating the "Last Updated" date, or by email. Changes take effect at the start of the next renewal term for existing subscriptions, and continued use after the effective date constitutes acceptance. Terms negotiated in a signed Order Form may be changed only by written agreement of both parties.

17. Governing Law and Disputes

17.1 These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or related to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

18. General

18.1 Assignment. Customer may not assign or transfer these Terms without CLEATUS's prior written consent, except to a successor in connection with a merger or sale of substantially all assets. CLEATUS may assign these Terms. Any prohibited assignment is void.

18.2 Notices. Notices must be in writing and are effective when delivered personally, when electronically confirmed if by email, one day after dispatch by recognized overnight courier, or upon receipt if by certified mail.

18.3 Severability. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force.

18.4 Waiver. No waiver is effective unless in writing, and no failure to enforce a provision waives it.

18.5 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control.

18.6 Attorneys' fees. In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable costs and attorneys' fees.

18.7 Relationship; entire agreement. The parties are independent contractors; these Terms create no agency, partnership, or joint venture. These Terms, together with any Order Form, are the entire agreement between the parties on their subject matter and supersede all prior or contemporaneous agreements and communications. There are no third-party beneficiaries.

19. Free Trials and Account Integrity

19.1 Free trials. CLEATUS may offer a free trial. If a payment method has been provided, then unless the trial is canceled before it ends, that payment method will be charged the applicable Fee and the subscription will auto-renew under these Terms. If no payment method is on file, paid features will pause or downgrade at the end of the trial unless Customer subscribes. Trial eligibility is limited to one (1) trial per individual or entity.

19.2 One account; anti-abuse. Each individual or entity may maintain a single account for self-service use. Creating multiple accounts to obtain additional trials, circumvent usage limits, or otherwise abuse the Service is prohibited, and CLEATUS may suspend or terminate associated accounts without refund.

20. Contact