Outbidd Terms of Service

1. Acceptance of Terms.

These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or entity) and Outbidd, Inc. ("Outbidd," "we," "us," or "our") governing your use of the Outbidd platform, including our website, applications, and services (collectively, the "Service"). By accessing or using our Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

2. Description of Service.

Outbidd provides a cloud-based software platform designed for construction bid management and analysis. Our Service includes automated bid processing, AI-powered analysis, project management tools, contractor communication features, and related functionalities to streamline the construction bidding process.

3. ACCOUNT REGISTRATION AND ELIGIBILITY

3.1 Account Creation
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To use certain features of the Service, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
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3.2 Eligibility
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You must be at least 18 years old and have the legal capacity to enter into contracts. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
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3.3 Account Verification
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We may require verification of your identity and business information before providing access to certain features of the Service.

4. SUBSCRIPTION PLANS AND PAYMENT

4.1 Subscription Tiers
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Outbidd offers various subscription plans with different features and usage limits. Current pricing and plan details are available on our website and may be updated from time to time.
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4.2 Payment Terms
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Subscription fees are billed in advance on a monthly or annual basis. All fees are non-refundable unless otherwise specified. You authorize us to charge your designated payment method for all applicable fees. Failure to pay fees may result in suspension or termination of your account
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4.3 Price Changes
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We reserve the right to modify our pricing at any time. Price changes for existing subscribers will be communicated at least 30 days in advance and will take effect at your next billing cycle.

5. DATA RIGHTS AND USAGE

5.1 Your Data
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You retain ownership of all data, content, and information you upload, submit, or otherwise provide through the Service ("Customer Data"). You grant Outbidd a worldwide, non-exclusive, royalty-free license to use, copy, store, transmit, modify, and process Customer Data solely to provide and improve the
Service.
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5.2 AI Training and Development
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‍BY USING THE SERVICE, YOU EXPRESSLY CONSENT TO AND AUTHORIZE OUTBIDD TO:
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- Use Customer Data to train, develop, and improve our artificial intelligence models and algorithms
- Analyze patterns, trends, and insights from aggregated and anonymized Customer Data
- Create derivative works and improvements to our AI capabilities using Customer Data
- Combine your Customer Data with data from other users to enhance our machine learning models
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This authorization includes but is not limited to bid data, project information, cost codes, pricing data, and other construction-related information. We will implement reasonable measures to anonymize and aggregate data used for AI training purposes.

5.3 Data Retention

We will retain your Customer Data for as long as your account is active and for a reasonable period thereafter to comply with legal obligations, resolve disputes, and enforce our agreements. You may request deletion of your data subject to these retention requirements and applicable law.

5.4 Data Security

We implement industry-standard security measures to protect your data, including encryption, access controls, and regular security audits. However, no system is completely secure, and we cannot guarantee absolute security.

6. ACCEPTABLE USE POLICY

6.1 Permitted Use

You may use the Service only for lawful business purposes related to construction project management and bidding.
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6.2 Prohibited Activities

You agree not to:
- Use the Service for any illegal or unauthorized purpose
- Upload malicious code, viruses, or harmful content
- Attempt to gain unauthorized access to our systems or other users' accounts
- Reverse engineer, decompile, or disassemble the Service
- Use the Service to transmit spam or unsolicited communications
- Violate any applicable laws or regulations
- Interfere with the proper functioning of the Service

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Outbidd's IP

The Service, including all software, technology, designs, and content (excluding Customer Data), is owned by Outbidd and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use the Service in accordance with these Terms.

7.2 Customer IP

You represent and warrant that you have all necessary rights to the Customer Data you provide and that your use of the Service does not infringe on any third-party rights.

8. PRIVACY POLICY

Your privacy is important to us. Our Privacy Policy, which is incorporated into these Terms and can be found on our Private Policy Page for reference, explains how we collect, use, and protect your information. By using the Service, you consent to our data practices as described in our Privacy Policy.

9. THIRD-PARTY INTEGRATIONS

The Service may integrate with third-party services and platforms. We are not responsible for the availability, functionality, or terms of use of any third-party services. Your use of third-party integrations may be subject to additional terms and conditions.

10. SERVICE AVAILABILITY AND MODIFICATIONS

10.1 Availability

While we strive to maintain high service availability, we do not guarantee uninterrupted access to the Service. We may experience downtime for maintenance, updates, or due to factors beyond our control.

10.2 Modifications

We reserve the right to modify, update, or discontinue features of the Service at any time with reasonable notice to users.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

- THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND
- WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
- OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE CLAIM
- WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Outbidd and its officers, directors, employees, and agents from any claims, losses, damages, or expenses arising from:

- Your use of the Service
- Your violation of these Terms
- Your Customer Data or any content you provide
- Your violation of any third-party rights

13. TERMINATION

13.1 Termination by You

You may terminate your account at any time by following the cancellation process in your account settings.

13.2 Termination by Us

We may suspend or terminate your access to the Service if you violate these Terms, fail to pay fees, or for any other reason at our discretion with reasonable notice.

13.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately. We may delete your Customer Data after a reasonable period, subject to legal retention requirements.

14. DISPUTE RESOLUTION

14.1 Governing Law

These Terms are governed by the laws of Delaware without regard to conflict of law principles.

14.2 Arbitration

Any disputes arising from these Terms or your use of the Service shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

14.3 Class Action Waiver

You agree to resolve disputes individually and waive any right to participate in class actions or collective proceedings.

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Outbidd regarding the Service.

15.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

15.3 No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision.

15.4 Assignment

You may not assign your rights under these Terms without our prior written consent. We may assign our rights at any time.

15.5 Force Majeure

We are not liable for any failure to perform due to circumstances beyond our reasonable control.

16. CONTACT INFORMATION

If you have questions about these Terms, please contact us at:

Outbidd, Inc.
Email: support@outbidd.com

17. CHANGES TO TERMS

We may update these Terms from time to time. We will notify users of material changes via email or through the Service. Continued use of the Service after changes constitutes acceptance of the updated Terms.

By using the Outbidd Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.