Terms of service

These terms are the agreement between RFP.co and the organization that opens an account. They cover what we provide, what you agree to, who owns what, who is responsible for the words a model drafts, and what happens when either side wants to stop. If your organization has signed a separate written agreement with us, that agreement governs where it conflicts with this one.

1. Who this agreement is between

This agreement is between Nead, LLC, a limited liability company trading as RFP.co (“we”, “us”) and organized under the laws of Washington, and the organization on whose behalf an account is opened (“Customer”, “you”). The individual who accepts these terms represents that they are authorized to bind that organization. Where no organization is named, the individual accepting is the Customer.

RFP.co is a product of Nead, LLC. Notices to us go to the address at the side of this page, and to legal@rfp.co.

Acceptance happens when you create an account, sign in to an account somebody created for you, or use the platform. If you do not agree, do not use it.

2. Definitions

• Platform — the RFP.co web applications at rfp.co and app.rfp.co, the API, and everything we make available through them.
• Customer Data — everything you or your Users put into the platform or generate in it: company profiles, uploaded documents, proposal content, comments, approvals, pricing and the records of all of it.
• User — an individual you authorize to use the platform under your account, including an external reviewer you invite through a share link.
• Public Source Content — solicitations, awards and related material published by government bodies and other issuers, which the platform collects and normalizes. It is not Customer Data and is not yours.
• Generated Content — text, summaries, extractions, scores and drafts that the platform produces using a language model at your direction.
• Order — the plan, term, quantity and price you selected at checkout or in a signed order form.

3. Your account

You are responsible for your account and everything done under it. That includes keeping credentials confidential, ensuring your Users comply with these terms and the Acceptable Use Policy, and removing access from people who should no longer have it. Tell us at security@rfp.co promptly if you believe an account has been compromised.

Accounts are for organizations, and seats are for named individuals. A seat may be reassigned when somebody leaves; it may not be shared between people at the same time.

You must be at least 18 years old and legally able to enter a contract. The platform is a business tool and is not directed to children.

4. What we provide

We provide access to the platform for the term of your Order, at the plan level you bought. What each plan includes — seats, active pursuits, monthly allowances, and which features are switched on — is on the pricing page and is enforced by the software. We may change what a plan includes; where a change reduces what your current plan provides, it does not take effect for you until your next renewal.

We may improve, alter or discontinue features. If we discontinue a feature you materially rely on and do not offer a comparable replacement, you may terminate and receive a pro-rata refund of amounts paid for the unused remainder of your term.

Availability

We aim for high availability and do not commit to a specific uptime percentage in these terms. Where an Order includes a service level agreement, that document governs and its remedies are your exclusive remedy for unavailability. Planned maintenance is announced in advance where practicable.

5. Fees, billing and taxes

Fees are those in your Order. Subscriptions renew automatically for successive periods of the same length until cancelled. Payment is processed by Stripe; we do not receive or store your card number.

• When you are charged. Monthly plans are charged at the start of each month; annual plans at the start of each year. A trial, where offered, converts to a paid subscription at its end unless cancelled first.
• Changing plans. Upgrades take effect immediately and are prorated. Downgrades take effect at the next renewal, so you keep what you paid for until the period you paid for ends.
• Cancellation. You may cancel at any time. Cancellation stops the next renewal; it does not refund the current period, and you keep access until that period ends.
• Non-payment. If a payment fails we will retry it and notify your billing contacts. After a grace period we may restrict writing to the platform while leaving reading and exporting available. We do not delete Customer Data because an invoice is unpaid.
• Taxes. Fees are exclusive of taxes. You are responsible for any sales, use, VAT or similar taxes, except taxes on our income.
• Disputes. Raise a billing dispute within 60 days of the invoice by writing to billing@rfp.co. We will not suspend an account over an amount genuinely in dispute while we are working through it.

Price changes apply from your next renewal and we will give you at least 30 days’ notice of one. If you do not accept a price change, cancel before the renewal.

6. Customer Data and ownership

You own your Customer Data. Nothing in this agreement transfers it to us. You grant us a non-exclusive, worldwide licence to host, process, transmit, display and back up Customer Data solely to provide the platform to you, to support you when you ask, and to meet our legal obligations. That licence ends when the data is deleted.

We do not train models on your Customer Data. Customer Data is not used to train, fine-tune or improve any machine learning model, ours or a vendor’s. Where the platform sends text to a model provider to answer a request of yours, it is sent to serve that request and under terms that prohibit training on it. See the subprocessor list for who receives what.

Aggregated statistics. We may compile aggregated, de-identified statistics about how the platform is used — request volumes, feature adoption, error rates — and use them to operate and improve the service. These never identify you, your Users or any pursuit, and cannot be reverse-engineered to.

You are responsible for what you put in. You represent that you have the rights to the Customer Data you upload and that it does not infringe anybody’s rights or breach any obligation you owe — including any confidentiality or handling restriction attached to a solicitation document.

Export. The platform provides export throughout your term, and export continues to work during any write restriction for non-payment. On termination you may export for 90 days; see §14.

Controlled and regulated data

Unless we have agreed otherwise in a signed writing, the platform is not authorized for and you must not upload: classified information; Controlled Unclassified Information subject to a specific safeguarding requirement we have not agreed to; export-controlled technical data under ITAR or the EAR; protected health information subject to HIPAA; or cardholder data. If your pursuit requires any of these, speak to us before you upload anything.

7. Our intellectual property

We own the platform, its software, its models of the domain, its designs and its documentation, and everything in them other than Customer Data and Public Source Content. You get the right to use it during your term; you get no other rights, and nothing here is a sale.

You may not copy, modify, reverse engineer, decompile, resell or create a competing service from the platform, benchmark it for publication without our written consent, or remove any notice from it.

Feedback. If you send us suggestions, we may use them without restriction or obligation. Feedback is not confidential and we are not obliged to act on it.

8. Generated content, and who is responsible for it

This section is the one most specific to what this product does, and it is deliberately blunt.

The platform uses language models to classify solicitations, extract requirements, score matches, predict recompetes and draft proposal sections. Everything it produces is a draft for a person to check. As between you and us, Generated Content is Customer Data: you own it, and you are responsible for it.

• Models make mistakes. They misread requirements, miss obligations, and can state something plausible that is not true. The platform is built to reduce this — drafts cite the evidence behind them, a claim guard refuses drafts asserting what no evidence supports, and extraction records the page a requirement came from — but none of that makes the output correct.
• You must review before you submit. Do not file a proposal, make a representation to a buyer, or certify compliance on the strength of Generated Content somebody has not read. A compliance matrix the platform assembled is a starting point for your review, not evidence that you are compliant.
• Legal, financial and technical advice. Nothing the platform produces is legal, accounting, tax or professional advice, and no output is a substitute for your own judgement or your counsel’s.
• Deadlines and dates. The platform reads dates from published sources and those sources are amended, occasionally without notice. Verify every deadline against the issuer’s own posting before you rely on it. A missed submission is not something we can remedy.
• Similar output. Models can produce similar text for different customers given similar inputs. We do not warrant that Generated Content is unique, and we make no representation about its copyrightability.

Where a buyer requires disclosure of the use of artificial intelligence in preparing a response, making that disclosure is your responsibility. The platform records which parts of a document a model wrote, per block, so you can make it accurately.

9. Public Source Content and the directory

The platform collects solicitations, awards and related material published by government bodies and other issuers. That material belongs to whoever published it. We do not warrant that it is complete, current or accurate, and we are not responsible for what an issuer publishes, changes or withdraws.

Some of it is republished in a public directory on rfp.co. What is republished is governed per source by that source’s own terms: a source whose terms have not been assessed contributes facts and a link and none of the issuer’s prose. To have a listing corrected or removed, see directory takedowns.

Your pursuits are never in the directory. The directory is built from public sources only. It has no column for a score, a match, a bid decision or any customer’s activity, and no Customer Data reaches it.

10. Confidentiality

Each of us may receive information from the other that is confidential. Each will use the other’s confidential information only to perform this agreement, protect it with at least reasonable care, and disclose it only to people who need it and are bound to keep it confidential.

This does not apply to information that is public through no fault of the recipient, was already known to the recipient, is independently developed, or is lawfully received from a third party. A recipient compelled by law to disclose may do so, having given the other notice where it is lawful to give one.

Customer Data is your confidential information whether or not it is marked. Our obligations about it are set out further in the Data Processing Addendum.

11. Warranties and disclaimers

We warrant that we will provide the platform with reasonable skill and care, and that we will not materially reduce its security during your term.

Otherwise, and to the fullest extent permitted by law, the platform is provided “as is”. We disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the platform will be uninterrupted or error-free, that it will find every relevant opportunity, that its scores or predictions will prove accurate, or that using it will result in any award.

We do not warrant any outcome of a procurement. Winning work depends on your offering, your pricing, your past performance and the buyer’s evaluation, none of which we control.

12. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost business opportunity, lost contracts or lost or corrupted data, even if advised such damages were possible.

Each party’s total aggregate liability arising out of or related to this agreement is limited to the amounts you paid or owed us in the twelve months before the event giving rise to the claim.

These limits do not apply to:

• your obligation to pay fees;
• either party’s indemnification obligations under §13;
• your breach of §7 (our intellectual property) or the Acceptable Use Policy;
• either party’s gross negligence, wilful misconduct or fraud; and
• any liability that cannot lawfully be limited.

These limits apply regardless of the form of action and survive any failure of an exclusive remedy. Both parties acknowledge that the fees reflect this allocation of risk, and that neither would enter this agreement on different terms at this price.

13. Indemnities

We defend you against a third-party claim that the platform, used as permitted, infringes that party’s patent, copyright or trademark, and will pay damages finally awarded or amounts we agree in settlement. If the platform becomes subject to such a claim we may procure the right to continue, modify it so it is no longer infringing, or terminate and refund prepaid unused fees. We have no obligation for a claim arising from Customer Data, Generated Content, your combination of the platform with something else, or your use in breach of this agreement.

You defend us against a third-party claim arising from Customer Data, your use of the platform in breach of this agreement or the Acceptable Use Policy, or your submission of a proposal — including any claim by a buyer, a competitor or a protester concerning a response you filed.

In each case the indemnified party must notify the other promptly, give the other control of the defence, and cooperate reasonably. A settlement that admits fault or imposes an obligation on the indemnified party needs that party’s consent.

14. Term, suspension and termination

This agreement runs from acceptance until every Order under it has ended. Either party may terminate for material breach the other has not cured within 30 days of written notice.

Suspension. We may suspend access, in whole or in part, where use presents a security risk to the platform or another customer, where it breaches the Acceptable Use Policy, where required by law, or where an account is materially overdue after notice. We will give notice before suspending unless doing so would worsen the harm, and we will restore access when the cause is resolved.

After termination. Your access ends. We keep Customer Data for 90 days so you can export it, then delete it in the ordinary course, subject to backups expiring on their own schedule and to anything we must retain by law. You may ask us to delete sooner in writing.

Sections 6 (ownership), 7, 10, 11, 12, 13, 16 and 17 survive termination, together with any accrued payment obligation.

15. Changes to these terms

We may amend these terms. For a material change we will give at least 30 days’ notice by email to your account administrators and by posting the updated document with a new effective date. The change binds you from the effective date; if you do not accept it, terminate before then and we will refund prepaid unused fees.

A change we make to comply with law, or one that adds a feature without reducing your rights, may take effect immediately.

16. Governing law and disputes

Connection to Arkansas. Nead, LLC is organized under the laws of Washington. RFP.co conducts business in Arkansas, and the parties agree that this agreement bears a reasonable relation to the State of Arkansas. The parties select Arkansas law and a Benton County forum on that basis, and each acknowledges that the choice is deliberate and informed rather than incidental.

This agreement is governed by the laws of the State of Arkansas, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Venue. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Benton County, Arkansas, consents to personal jurisdiction there, and waives any objection to that venue — including any objection on grounds of inconvenient forum, and any argument that the forum bears no reasonable relation to this agreement.

Talk first. Before filing, a party with a dispute will describe it in writing to the other and both will try in good faith to resolve it within 30 days. This does not delay either party from seeking injunctive relief to protect intellectual property or confidential information.

No class actions. Disputes are brought individually. Neither party will bring a claim as a plaintiff or class member in a class or representative proceeding.

Time limit. A claim arising out of this agreement must be brought within one year of when it accrued, except a claim for non-payment.

17. General

• Entire agreement. These terms, the Acceptable Use Policy, the Data Processing Addendum and your Order are the whole agreement about their subject matter and replace any prior understanding. A purchase order’s pre-printed terms have no effect.
• Order of precedence. A signed agreement, then the Order, then the Data Processing Addendum, then these terms, then the Acceptable Use Policy.
• Assignment. Neither party may assign without the other’s consent, except to a successor in a merger or sale of substantially all assets, on notice.
• Subcontracting. We may use subprocessors as described in the Data Processing Addendum, and we remain responsible for their performance.
• Force majeure. Neither party is liable for a delay caused by something beyond its reasonable control, other than an obligation to pay.
• Notices. To you, by email to your account administrators. To us, by email to legal@rfp.co and by post to the address in the margin. Email notice is effective when sent absent a bounce.
• Independent contractors. Nothing here creates a partnership, agency, employment or joint venture.
• Severability and waiver. If a provision is unenforceable it is limited to the minimum extent necessary and the rest stands. A failure to enforce is not a waiver.
• No third-party beneficiaries. Except as stated in the indemnities, nobody outside this agreement has rights under it.
• Government customers. The platform is commercial computer software. Use by a U.S. government body is subject to FAR 12.212 and DFARS 227.7202, and confers only the rights given to every other customer.
• Export and sanctions. You represent that you are not located in, and will not use the platform on behalf of anyone in, a country or on a list subject to U.S. sanctions or export restrictions.

18. Contact

Questions about these terms: legal@rfp.co. Support: support@rfp.co. Security: security@rfp.co.