Terms of Service

Definitions

For purposes of these Terms:

• "Service" means the BidGenie website, web application, and all related services, features, and functionality.
• "Customer Content" means any content, data, information, or materials that you upload, submit, or otherwise provide to the Service, including RFPs, responses, templates, and related materials.
• "AI Output" means any suggestions, drafts, summaries, or other outputs generated by AI-powered features of the Service.
• "Confidential Information" means non-public information that is marked as confidential or reasonably understood to be confidential, including Customer Content, business information, and technical data.
• "Material Changes" means changes to these Terms that significantly affect your rights or obligations, including changes to pricing, subscription terms, or core Service functionality.

1. Eligibility and Account Registration

You may use the Service only if you are at least 18 years old (or the age of majority in your jurisdiction, whichever is higher) and have the legal capacity to enter into a binding contract. The Service is not intended for minors, and we do not permit anyone under 18 (or the age of majority) to use the Service. To access certain features of the Service, you may be required to create an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

You may not sell, resell, rent, lease, or transfer your account or access to the Service to any third party without BidGenie's prior written consent. Any attempt to do so may result in immediate termination of your account.

2. Organization Accounts and Authorized Users

If you create or join an organization within BidGenie, your use of the Service may be subject to that organization's internal policies. Organization owners and administrators may control access, manage members, configure billing, and view activity within their organization. You acknowledge that your access to the Service may be managed by your organization and that BidGenie is not responsible for any internal decisions or actions taken by your organization.

2.1 Organization Roles

Organizations may have the following roles:

• Owner: Full control over the organization, including billing, member management, and organization deletion
• Admin: Can invite members, manage settings, and access all features, but cannot delete the organization or manage billing
• Member: Can use features and consume credits, but has limited administrative access

3. Acceptable Use

You agree that you will not, and will not permit others to:

• Use the Service in any manner that violates applicable laws or regulations.
• Upload, transmit, or store any content that is unlawful, harmful, deceptive, defamatory, infringing, or otherwise objectionable.
• Attempt to gain unauthorized access to the Service, other user accounts, or related systems or networks.
• Reverse engineer, decompile, or otherwise attempt to derive the source code of the Service, except to the extent such restrictions are prohibited by law.
• Interfere with or disrupt the integrity or performance of the Service, including by introducing malware or automated scraping tools that are not expressly permitted.
• Use the Service to generate content that violates third-party rights, including intellectual property, privacy, or confidentiality rights.
• Attempt to circumvent credit limits, subscription restrictions, or usage controls through technical means or multiple accounts.
• Sell, resell, rent, lease, or transfer your account or access to the Service to any third party without BidGenie's prior written consent.

4. Customer Content

You may upload, submit, or otherwise provide content, including RFPs, responses, templates, and related materials ("Customer Content") to the Service. As between you and BidGenie, you retain all rights to your Customer Content. You grant BidGenie a non-exclusive, worldwide, royalty-free license to host, store, process, and display Customer Content solely as necessary to (a) provide, maintain, secure, and improve the Service for you and your organization; (b) comply with applicable laws and regulations; and (c) enforce these Terms.

Important: BidGenie will not use your Customer Content to train AI models or improve services for other customers without your explicit consent. Your Customer Content is treated as confidential and is not shared with other customers; authorized users within your organization may access it as part of normal Service functionality.

You represent and warrant that you have all necessary rights, permissions, and consents to upload and use Customer Content with the Service and that Customer Content does not infringe or violate the rights of any third party.

5. AI Features and Outputs

The Service includes AI-powered features that generate suggestions, drafts, or other outputs based on your inputs ("AI Output"), including:

• Automated answer generation for RFP questions
• AI-generated cover letters (Pro and Team plans)
• AI-generated summaries (Pro and Team plans)
• Compliance matrix generation (Pro and Team plans)
• AI-generated pricing and cost summaries (Pro and Team plans)
• AI-enhanced exports (Pro and Team plans)
• Document analysis and question extraction (supports both text-based and scanned/image-based PDFs)

AI Output is provided for informational purposes only and is not legal, financial, or professional advice. AI Output may contain errors, inaccuracies, or inappropriate content and may not reflect current laws, regulations, or industry standards. While we strive to provide high-quality results, AI Output may be incomplete, inaccurate, or inappropriate for your specific use case.

You are solely responsible for reviewing, validating, and, where appropriate, modifying any AI Output before using it in proposals, contracts, or other business materials. BidGenie does not guarantee the accuracy, completeness, or suitability of AI Output for any purpose. BidGenie disclaims all liability arising from your reliance on AI Output.

Important: You are responsible for ensuring that Customer Content you provide to AI features complies with applicable data protection laws and does not contain sensitive personal data (e.g., Social Security numbers, health records) unless you have appropriate legal basis and safeguards.

6. Data Privacy and Security

BidGenie collects and processes personal data in accordance with its Privacy Policy. By using the Service, you consent to the collection, use, and disclosure of information as described in the Privacy Policy. You are responsible for ensuring that your use of the Service, including any Customer Content you upload, complies with applicable data protection and privacy laws.

We implement reasonable technical and organizational measures to protect the confidentiality, integrity, and availability of the Service. However, no system is completely secure, and we cannot guarantee that unauthorized third parties will never be able to defeat our security measures.

Data Export Rights: You have the right to export your Customer Content at any time through the Service's export functionality or by contacting support. We will provide your data in a machine-readable format within 30 days of your request, subject to applicable law and technical feasibility.

7. Subscription Plans, Fees, and Billing

7.1 Subscription Tiers

BidGenie offers the following subscription plans:

7.2 Free Trial Period

All paid subscription plans (Starter, Pro, and Team) include a 7-day free trial period. During the trial:

• You will not be charged until the trial period ends
• You have full access to all features included in your selected plan
• Credit Allocation During Trial: During the trial period, you will receive 30 credits (the same as the Free tier), regardless of which paid plan you select. This allows you to test the Service with a limited credit allocation.
• Full Credits After Trial: When the trial period ends and payment is successfully collected, your subscription will be activated and you will receive the full monthly credit allocation for your selected plan (1,200 credits for Starter, 6,000 credits for Pro, or 18,000 credits for Team).
• You can cancel at any time during the trial without being charged
• Cancellation During Trial: If you cancel during the trial period, your subscription will be downgraded to the Free tier with 30 credits. No payment will be charged.
• If you do not cancel before the trial ends, your subscription will automatically begin and you will be charged for the first billing period

7.3 Billing and Payment

By starting a paid subscription, you authorize BidGenie and our payment processor (Dodo Payments) to charge the applicable fees to your designated payment method. Payment terms:

• Billing Cycle: Subscriptions are billed monthly in advance
• Payment Method: You must provide a valid payment method (credit card or other accepted method)
• Automatic Renewal: Subscriptions automatically renew at the end of each billing cycle unless canceled
• Price Changes: We may change subscription prices with 30 days' notice. Price changes will apply to your next billing cycle
• Failed Payments: If payment fails, we may suspend your account until payment is successfully processed

7.4 Plan Changes and Downgrades

You may upgrade or downgrade your subscription plan at any time through your account settings:

• Upgrades: Upgrades take effect immediately. You gain immediate access to higher-tier features and credits are adjusted accordingly
• Downgrades: Downgrades take effect at the beginning of your next billing cycle to prevent mid-month disruption
• Credit Adjustment: When downgrading, your credits are adjusted to the new tier limit. Credits are capped at the new limit and never go negative
• Feature Access: Higher-tier features remain available until your current billing period ends. After the downgrade takes effect, features are restricted based on your new tier

7.4.1 Grace Period for Downgrades

When you downgrade to a lower tier, you receive a 30-day grace period to adjust your usage to comply with the new plan limits:

• Existing Resources: All existing team members, RFPs, and library answers remain accessible during the grace period, even if they exceed the new tier limits
• New Actions: During the grace period, you may continue to perform actions that would exceed the new tier limits (e.g., invite members, upload RFPs), but you will receive warnings about excess usage
• Warning Notifications: You will receive email notifications at key intervals (day 1, day 15, and day 28) reminding you to adjust your usage
• After Grace Period: Once the grace period ends, new actions that would exceed your tier limits will be blocked. Existing resources remain accessible, but you cannot add new resources beyond your tier limits
• Compliance: You are responsible for reducing your usage to comply with the new tier limits before the grace period ends

7.4.2 Tier Limits After Downgrade

The following limits apply based on your subscription tier:

• Team Members: Free (1), Starter (5), Pro (15), Team (unlimited)
• RFP Uploads: Free (3 per month), Starter/Pro/Team (unlimited)
• Answer Library: Free (50), Starter (200), Pro (1,000), Team (unlimited)
• Monthly Credits: Free (30 one-time), Starter (1,200), Pro (6,000), Team (18,000)

If you upgrade back to a higher tier during or after the grace period, the grace period ends immediately and you regain full access to the higher tier limits.

7.5 Cancellation and Refunds

You may cancel your subscription at any time through your account settings or by contacting support:

• Cancellation During Trial: If you cancel during the 7-day trial period, your subscription will be immediately downgraded to the Free tier with 30 credits. No payment will be charged, and you will retain access to Free tier features and your 30-credit allocation.
• Cancellation After Trial: For active paid subscriptions, cancellation takes effect at the end of your current billing period (end-of-period cancellation) or immediately (immediate cancellation), depending on your selection.
• End-of-Period Cancellation: You retain access to all features and credits until the end of your paid period. Your subscription will not renew after the current period ends.
• Immediate Cancellation: Your subscription is canceled immediately. You will lose access to paid features, and your account will be downgraded to Free tier with 30 credits (capped at the Free tier limit).
• Access Until Period End: For end-of-period cancellations, you retain access to all features until the end of your paid period
• No Refunds: Subscription fees are non-refundable. You will not receive a refund for any unused portion of your subscription period
• No Proration: We do not provide prorated refunds for partial billing periods
• Reactivation: You may reactivate a canceled subscription at any time. Upon reactivation, your subscription will resume with the tier and credits you had before cancellation (subject to any plan changes).
• Data Retention: After cancellation, your data will be retained for 30 days, after which it may be permanently deleted

8. Credit System and Usage

BidGenie uses a credit-based system to meter usage of AI-powered features. Credits are allocated monthly based on your subscription plan and are consumed when you use certain features.

8.1 Credit Allocation

Credits are allocated as follows:

• Free Tier: 30 credits (one-time allocation, not monthly)
• Paid Plans During Trial: 30 credits during the 7-day trial period (same as Free tier). This allows you to test the Service with a limited credit allocation before committing to a paid subscription.
• Starter (After Trial): 1,200 credits per month when subscription is active
• Pro (After Trial): 6,000 credits per month when subscription is active
• Team (After Trial): 18,000 credits per month when subscription is active

Trial to Active Transition: When your trial period ends and payment is successfully collected, your subscription status changes from "trialing" to "active" and you immediately receive the full monthly credit allocation for your selected plan. Credits reset at the beginning of each billing cycle. Unused credits do not roll over to the next month.

8.2 Credit Consumption

The following operations consume credits:

• Answer Generation: Credits vary based on the AI model selected:
  • gpt-4o-mini: 10 credits (default, cost-effective)
  • gpt-3.5-turbo: 10 credits (fast & lowest cost)
  • gpt-4o: 15 credits (high quality)
  • gpt-4-turbo: 30 credits (legacy high capability)
  • gpt-4: 50 credits (legacy capable)

  Credit cost applies to both single and bulk generation. The model you select determines the credit cost for that operation.

• Answer Regeneration: 30 credits per regeneration (uses gpt-4-turbo model for improved quality)
• Library Match Acceptance: 2 credits per accepted library match (80% savings vs. generation)
• RFP Processing: Credit cost depends on the processing method:
  • Text-based PDFs: 1 credit per page (uses gpt-4o-mini for text extraction and question identification)
  • Scanned/image-based PDFs: 3 credits per page (uses gpt-4o vision model for direct PDF processing, including OCR capabilities)
  • Minimum: 1 credit per RFP (text-based) or 3 credits per RFP (scanned PDFs)

  The Service automatically detects the PDF type and uses the appropriate processing method. Scanned PDFs require more advanced processing and therefore consume more credits.

• AI Cover Letter: 8 credits per generation (Pro and Team plans only)
• AI Summary: 6 credits per generation (Pro and Team plans only)
• Compliance Matrix: 25 credits per generation (Pro and Team plans only)

8.3 Free Operations

The following operations do not consume credits:

• RFP uploads (unlimited)
• Question review and approval
• Manual answer creation and editing
• Answer Library search and matching (finding matches is free; accepting matches costs credits)
• Template creation, editing, and variable filling
• Comments and collaboration
• Version history
• Exporting RFPs (all formats)
• Analytics and reporting
• Team management

8.4 Insufficient Credits

If you do not have sufficient credits for an operation:

• The operation will be blocked until you have sufficient credits
• You will receive a notification indicating insufficient credits
• You may upgrade your plan or wait until your credits reset at the start of your next billing cycle
• Overage billing may be available for certain plans (see Section 8.5)

8.5 Overage Billing

If overage billing is enabled for your plan, usage beyond your monthly credit allowance will be billed at $0.15 per additional credit. Overage charges:

• Are calculated at the end of each billing cycle
• Are added to your next invoice
• Are tracked and reported in your usage dashboard
• May be disabled through your account settings (if available for your plan)

9. Intellectual Property

The Service, including all software, user interfaces, designs, logos, and other content (excluding Customer Content), is owned by BidGenie or its licensors and is protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, no rights, title, or interest are transferred to you.

10. Confidentiality

In connection with the Service, each party may disclose to the other certain non-public information that is marked or reasonably understood to be confidential ("Confidential Information"). Customer Content is considered Confidential Information by default. Confidential Information also includes business information, technical data, pricing information, and any other information that a reasonable person would understand to be confidential.

Each party agrees to use the other party's Confidential Information only for purposes of performing its obligations under these Terms and to protect such information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that (a) is publicly available through no breach of these Terms; (b) was independently developed without use of the other party's Confidential Information; (c) was rightfully received from a third party without breach of confidentiality obligations; or (d) is required to be disclosed by law or court order.

11. Third-Party Services

The Service relies on and integrates with third-party services, including:

• Cloud Infrastructure: Supabase (database, authentication, storage), Vercel (hosting)
• Payment Processing: Dodo Payments (subscription and payment processing)
• AI Services: OpenAI (embeddings and language models), Anthropic (Claude models)
• Monitoring: Sentry (error tracking), Vercel Analytics (web vitals), OpenTelemetry (tracing)
• Authentication: Google OAuth, GitHub OAuth, LinkedIn OAuth
• Optional Integrations: Google Drive (for document export)

Your use of such third-party services may be subject to separate terms and conditions imposed by those providers. BidGenie is not liable for third-party service failures, but we will use commercially reasonable efforts to minimize service disruptions and select providers that meet our security and compliance standards. If a third-party service becomes unavailable, BidGenie will use reasonable efforts to find alternative providers or workarounds.

BidGenie may engage third-party service providers to perform services on its behalf, provided such providers are bound by confidentiality and data protection obligations at least as protective as these Terms.

12. Suspension and Termination

We may suspend or terminate your access to the Service, in whole or in part, if we reasonably believe that you have violated these Terms, are using the Service in a manner that could cause harm, or are engaging in fraudulent or illegal activity.

Termination for Convenience: BidGenie reserves the right to discontinue or modify the Service, or terminate your access, at any time for any reason, with 90 days' prior notice. In such event, you will receive a prorated refund for any prepaid fees covering the period after termination.

You may stop using the Service at any time. If you wish to delete your account or organization, please follow the instructions within the application or contact us for assistance. Certain information may be retained as required by law or for legitimate business purposes (see our Privacy Policy for retention periods).

Termination Consequences: Upon termination by BidGenie for your breach, no refunds will be provided. Upon termination by BidGenie for convenience, you will receive a prorated refund. Upon termination by you, cancellation takes effect at the end of your current billing period and no refunds are provided for unused portions.

Upon termination, your access to the Service will cease, and we may delete your Customer Content in accordance with our data retention policies (typically 30 days after termination). You are responsible for exporting any data you wish to retain before termination. You retain the right to export your data for 30 days after termination.

12.1 Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, third-party service provider failures, internet or telecommunications failures, government actions, or pandemics. If such circumstances continue for more than 30 days, either party may terminate these Terms upon written notice.

13. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AVAILABILITY. BIDGENIE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BIDGENIE, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIDGENIE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU HAVE PAID TO BIDGENIE FOR THE SERVICE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15. Indemnification

You agree to indemnify, defend, and hold harmless BidGenie and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with (a) your use of the Service; (b) Customer Content; or (c) your violation of these Terms or applicable law, except to the extent arising from BidGenie's gross negligence or willful misconduct.

Consumer Protection: This indemnification obligation does not apply to users who are consumers under applicable consumer protection laws, to the extent such laws prohibit or limit indemnification obligations.

16. Changes to the Service and These Terms

We may update the Service and these Terms from time to time, for example to reflect changes in features, technology, or legal requirements. If we make material changes, we will provide notice by (a) updating the "Last updated" date at the top of these Terms; (b) sending an email notification to the email address associated with your account; and (c) displaying a banner notification in the application at least 30 days before the changes take effect.

Material Changes: Material changes include but are not limited to: changes to pricing or subscription terms, modifications to core Service functionality, changes to data processing practices, or modifications to dispute resolution procedures. For material changes, we will provide at least 30 days' notice. If you do not agree to material changes, you must cancel your subscription within 30 days to avoid being bound by the new terms. Your continued use of the Service after changes become effective constitutes your acceptance of the updated Terms.

Service Modifications: BidGenie reserves the right to modify, suspend, or discontinue any feature of the Service at any time. We will provide reasonable notice of material feature changes that negatively impact your use of the Service.

17. Governing Law and Dispute Resolution

Governing Law: These Terms will 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. If you are located in the European Economic Area or United Kingdom, these Terms are governed by the laws of your jurisdiction to the extent required by applicable consumer protection laws, and you may have additional rights under local consumer protection laws.

Dispute Resolution Process: Before initiating any legal proceeding, the parties agree to attempt to resolve disputes through good faith negotiation for a period of 30 days. If the dispute cannot be resolved through negotiation, the parties may pursue mediation through a mutually agreed mediator before initiating litigation.

Jurisdiction and Venue: Any dispute arising out of or relating to these Terms or the Service that cannot be resolved through negotiation or mediation will be resolved exclusively in the state and federal courts located in Delaware, United States, and you consent to the personal jurisdiction and venue of such courts. If you are a consumer located in the European Economic Area or United Kingdom, you may bring disputes in the courts of your jurisdiction as permitted by applicable law.

Class Action Waiver: You agree that any disputes will be resolved individually and not as part of a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against BidGenie, except to the extent such waiver is prohibited by applicable law.

18. Miscellaneous

Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. If a provision is found invalid, the parties will negotiate in good faith to replace it with a valid provision that most closely reflects the original intent.

Assignment: You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Any waiver must be in writing and signed by the waiving party.

Entire Agreement: These Terms constitute the entire agreement between you and BidGenie regarding the Service and supersede all prior agreements, discussions, understandings, and communications, whether written or oral. Any modifications must be in writing and signed by both parties, except as provided in Section 16.

18.1 EU/UK Consumer Rights

If you are a consumer located in the European Economic Area or United Kingdom, you have the right to withdraw from this contract within 14 days without giving any reason, except where you have started using the Service during the withdrawal period. If you have started using the Service during the 14-day withdrawal period, you may be required to pay for the services provided up to the point of withdrawal. To exercise your right of withdrawal, please contact us at legal@bidgenie.com.

19. Contact Us

If you have any questions about these Terms or the Service, please contact us:

• Legal Inquiries: legal@bidgenie.com
• Support: support@bidgenie.com

Physical Address: [To be updated with actual business address]