Draft for legal review. This document is a starting point written for Responder's counsel to review and complete. It is not in effect and must not be published as-is. Bracketed items need decisions.

Terms of Service

Last updated [date]

These terms are an agreement between [Responder legal entity] (“Responder”, “we”) and the organization that subscribes to Responder (“Customer”, “you”). The person accepting them confirms they can bind that organization.

1. The service

Responder is software for preparing responses to government solicitations: finding opportunities, building compliance matrices, drafting with AI assistance, and reviewing proposals. Features may change; we won't materially reduce the core functionality of a paid plan during its term.

2. Accounts and security

  • Each user needs their own account, with multi-factor authentication.
  • You're responsible for who you add to your organization, the roles you give them, and partner guests you invite to bids.
  • Tell us promptly at [security@…] if you suspect unauthorized access.

3. Your data

You own everything you upload and everything Responder generates for you (“Customer Data”). You grant us only the rights needed to run the service for you. We don't sell Customer Data, and we don't use it, or let our AI providers use it, to train models.

You can export your data at any time while subscribed and for [30] days after the subscription ends; after that we delete it, including backups, within [90] days.

4. Controlled information and export control

Responder is designed to hold Controlled Unclassified Information (CUI) once it runs in AWS GovCloud (US). Until then it's hosted in commercial AWS US regions, and you must not upload CUI or export-controlled technical data. [State the current compliance posture accurately, e.g. NIST SP 800-171 self-assessment score, CMMC status; do not claim authorizations not yet held.]

  • You must not upload classified information of any level.
  • You're responsible for export-control compliance (ITAR/EAR) for data you upload, including ensuring only eligible persons (and partner guests) can access it.
  • You're responsible for the lawful origin of competitive information you record (FAR 3.104; see the Acceptable Use Policy).

5. AI-generated content

Drafts, assessments and review findings are generated with AI and cite their sources, but can be wrong or incomplete. You're responsible for reviewing everything you submit to a government customer, including certifications and representations. Responder does not provide legal advice.

6. Plans, fees and usage

  • Subscriptions renew automatically each month or year until canceled. Fees are billed in advance; AI credits beyond your plan's allowance are billed in arrears at the published rate.
  • Trials last 14 days with the stated allowance and end without charge unless you choose a plan.
  • Fees are non-refundable except where required by law or stated here. [Taxes; price-change notice period of [30] days.]
  • If a payment fails we'll notify you; AI features pause after a [7]-day grace period until it's resolved.

7. Acceptable use

You'll use Responder in line with the Acceptable Use Policy. We may suspend access that threatens the service, other customers or the law, and will tell you why and how to resolve it.

8. Confidentiality

Each party protects the other's confidential information with at least reasonable care and uses it only to perform under these terms.

9. Warranties and disclaimers

[Service warranty and remedy.] Otherwise the service is provided “as is”; we don't warrant that any proposal will be compliant, competitive or awarded.

10. Limitation of liability

[Cap, e.g. fees paid in the 12 months before the claim; exclusions for indirect damages; carve-outs for confidentiality breaches and indemnities, per counsel.]

11. Term and termination

You can cancel any time, effective at the end of the paid period. Either party may terminate for material breach not cured within [30] days of notice.

12. General

[Governing law and venue; assignment; notices; entire agreement; government end-user/FAR 12.212 commercial computer software clause; order of precedence with any signed order form.]