Terms of Service

1 · Acceptance & who may use the Service

By creating an account or using the Service, you agree to these Terms. You must be at least 18 years old and authorized to act for the company you represent; the Service is for business use, not consumers. You agree to provide accurate account information and keep it current. The Service is for two groups: authorized team members of general-contractor customers, and the subcontractors a customer invites to bid. If a separate written agreement (for example a pilot or order form) exists between your company and us, that agreement controls where it conflicts with these Terms.

2 · The Service — decision support only

Bid Reasoner helps general contractors collect, normalize, and analyze subcontractor bids and produce comparisons, recommendations, and award documents. The Service is a decision-support tool. It does not make procurement decisions for you. You remain solely responsible for all bid evaluations, award decisions, contracts, and communications, and for verifying any output before relying on it. We are not a party to any contract or transaction between a general contractor and a subcontractor, and we may modify or discontinue features of the Service as it evolves.

3 · Accounts & security

• Keep your credentials and sign-in links confidential, and don't share accounts. You're responsible for activity under your account.
• Enable two-factor authentication where available, and notify us promptly at legal@bidreasoner.com if you suspect unauthorized access.
• You're responsible for the team members you invite and for managing their access.

4 · Acceptable use

You agree not to:

• Use the Service unlawfully, or upload content you don't have the right to share or that infringes anyone's rights.
• Upload malware, or attempt to access data that isn't yours or to bypass tenant isolation, authentication, or other controls.
• Scrape, crawl, or automate data extraction outside documented features, probe or overload the Service, reverse-engineer it, or resell it without our permission. Coordinated security research is welcome — write to us first.
• Impersonate any person or company, or misrepresent your affiliation or authority to bid.
• Use the Service or its AI features to generate or distribute unlawful, infringing, or deliberately misleading content.
• Interfere with the Service's operation or other users' use of it.

Violations may result in suspension or termination of your account, with or without notice.

5 · Your content

You and your subcontractors retain ownership of the documents, bids, and other content submitted to the Service ("Your Content"). You grant us a limited license to host, process, and display Your Content solely to provide and improve the Service for you — including sending it to our AI subprocessor to read and analyze it as described in our Privacy Policy. You represent that you have the rights needed to submit Your Content and to grant this license. We may remove content that violates these Terms, infringes others' rights, or poses a risk to the Service or its users.

6 · AI output

The Service uses artificial intelligence to read documents and analyze bids. AI output is provided "as is", may be incomplete or incorrect, and must be reviewed by a qualified person before you rely on it. Bid Reasoner does not provide legal, financial, engineering, or other professional advice, and AI output is not a substitute for your own professional judgment. You are responsible for any decision you make using the Service.

7 · Confidentiality

Subcontractor pricing and bid details are confidential. The Service is built to keep each customer's data isolated and to keep one subcontractor's submission from being visible to other subcontractors. You agree to handle confidential information you access through the Service — including competing bids — only for the purpose of evaluating and awarding the relevant package.

8 · Fees

Fees, if any, are set out in your order form or pilot agreement, which controls pricing where one exists. If we offer paid subscriptions, they are billed in advance, renew automatically until cancelled, and we will give at least 30 days' notice of any material price increase. You can cancel at any time, effective at the end of the current billing period. Except where required by law, fees are non-refundable and we do not provide refunds or credits for partial billing periods. You are responsible for applicable taxes other than taxes on our income. Subcontractors are never charged to view a package or submit a bid.

9 · Intellectual property & feedback

The Service — including its software, design, and the Bid Reasoner name and logo — is owned by Bid Reasoner, Inc. or its licensors, and we grant only the limited rights expressly stated in these Terms. If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without obligation to you. For copyright complaints, see our DMCA policy.

10 · Third-party services

The Service depends on third-party providers — hosting, database and file storage, email delivery, AI inference, and error monitoring — listed in our Privacy Policy. We are not responsible for the availability or practices of third-party services, and your use of any service you choose to connect (for example a construction-platform integration) is governed by that provider's terms.

11 · Disclaimers

The Service is provided "as is" and "as available," without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that AI output will be accurate or complete.

12 · Limitation of liability & indemnity

To the maximum extent permitted by law, Bid Reasoner will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, arising from your use of the Service. Our aggregate liability for all claims relating to the Service is limited to the greater of (a) the amounts you paid us for the Service in the 12 months before the event giving rise to the claim and (b) US $100. Some jurisdictions do not allow certain exclusions or limits, so parts of this section may not apply to you. You agree to indemnify us against claims arising from Your Content or your misuse of the Service.

13 · Term & termination

These Terms apply while you use the Service. You may stop using the Service at any time, and we may suspend or terminate access if you breach these Terms or to protect the Service or its users. On termination, your right to use the Service ends, and your data is handled as described in our Privacy Policy — including the 30-day restore window before permanent deletion when a workspace is deleted. Sections that by their nature should survive — including the license in Section 5, and Sections 6, 7, 9, and 11 through 16 — survive termination.

14 · Governing law & dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

• Informal resolution first. Before starting a formal proceeding, write to legal@bidreasoner.com describing the dispute; both sides will negotiate in good faith for at least 60 days.
• Binding arbitration. Any dispute not resolved informally will be resolved by binding individual arbitration administered by JAMS or the AAA, held in Delaware or another mutually agreed location (and may be conducted by phone, video, or written submissions), rather than in court — except that either party may bring qualifying claims in small-claims court or seek injunctive relief to protect intellectual property.
• Class-action waiver. Each party may bring claims against the other only in an individual capacity, not as a plaintiff or class member; the arbitrator may not consolidate claims or preside over any class proceeding.
• Opt-out. You may opt out of arbitration by emailing legal@bidreasoner.com with the subject "Arbitration Opt-Out" within 30 days of first accepting these Terms.
• Time limit & venue. Where permitted by law, claims must be filed within one year after the cause of action arises. Claims not subject to arbitration are subject to the exclusive jurisdiction of the state and federal courts located in Delaware.

15 · Changes to these Terms

We may update these Terms as the product evolves. For material changes we will give at least 30 days' notice by email or in-product notice before the change takes effect; other changes will be reflected by a new "last updated" date. Continued use after an update means you accept the revised Terms; if you don't agree, stop using the Service before the change takes effect.

16 · General provisions & contact

• Entire agreement. These Terms, together with our Privacy Policy and any signed agreement between us, are the entire agreement and supersede prior communications.
• Severability & waiver. If a provision is found unenforceable, the rest remain in effect; our not enforcing a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. We are not liable for failures caused by circumstances beyond our reasonable control, including acts of God, war, governmental action, power or internet outages, or third-party service failures.
• Notices & relationship. We may give notice by email to your account address or through the Service; you may give notice at the email below. These Terms create no agency, partnership, or employment relationship.
• Export compliance. You must comply with applicable export and re-export control laws and regulations.

Bid Reasoner, Inc. · Questions: legal@bidreasoner.com.

See also our Privacy Policy.