Effective Date: October 30, 2026
RFP360 AI End User License Agreement
Proposed Version: October 30, 2026
This End User License Agreement (Agreement) governs access to the RFP360.AI hosted procurement and proposal platform by organizations and their authorized users. It applies to buyers, suppliers, invited respondents, reviewers, and other users. It allocates responsibility for submissions, evaluations, AI outputs, and customer information. Please read it before accepting or using the Services.
RFP360.AI LLC, a Pennsylvania limited liability company with its principal place of business at 650 North Cannon Avenue, Lansdale, Pennsylvania 19446 (RFP360, we, us), provides the Services. The customer organization identified in registration, an Order, or an invitation accepted on its behalf (Customer, you) agrees to this Agreement. If you accept for an organization, you represent that you have authority to bind it. If no organization is identified and you use the Services for a business, you are the Customer. Do not accept or use the Services without that authority.
1. Agreement Structure and Definitions
1.1 Acceptance: This Agreement becomes effective when an authorized representative clicks an acceptance control, signs an Order incorporating it, or first accesses the Services after being presented with it (Effective Date). RFP360 may retain time-stamped acceptance and version records. Continued use after notice of a permitted amendment is acceptance of the amended terms, subject to Section 17.
1.2 Services and Order: Services means the hosted RFP360.AI platform, related interfaces, APIs if enabled, documentation, and subscribed features. An Order is a checkout record, quote or order form accepted by RFP360, or another mutually signed ordering document stating the plan, term, quantities, price, and any special terms. An invitation alone does not entitle an invited user to a paid feature.
1.3 Users and Customer Content: Authorized Users are individuals permitted by Customer to access its account, including employees, contractors, invited reviewers, and invited respondents as applicable. Customer Content means documents, data, prompts, questions, responses, proposals, evaluation criteria, scores entered by users, uploaded materials, and other materials Customer or its Authorized Users submit or make available through the Services. AI Output means generated text, analyses, rankings, summaries, matrices, recommendations, scores, and other responses produced using AI features.
1.4 Precedence: A mutually signed enterprise agreement or government rider expressly identifying a conflicting provision controls that provision; next an accepted Order controls commercial scope, fees, and term; next a signed data processing addendum controls processing of personal data; then this Agreement. An Order, purchase order, portal term, solicitation, or prime-contract flow-down does not modify risk allocation or bind RFP360 unless its specific change is accepted in writing by RFP360. The Privacy Policy describes RFP360 processing of personal information and does not replace a signed data processing addendum.
2. Access Rights and Account Control
2.1 Limited Right: During the applicable subscription term and subject to payment and compliance, RFP360 grants Customer a limited, non-exclusive, non-transferable, revocable right for Authorized Users to access and use the subscribed Services solely for Customer’s lawful internal procurement, proposal, or business activities. No software is sold. Access may be restricted by plan, role, seat, transaction, storage, AI-use allowance, geography, or documented technical limits.
2.2 Account Responsibility: Customer controls user invitations, permissions, content sharing, access revocation, and approval workflows and is responsible for acts and omissions of Authorized Users. Customer must keep credentials confidential, use available authentication safeguards, promptly remove departing users, and notify RFP360 without undue delay of suspected compromise. Customer may not share a named seat among individuals or allow access beyond purchased entitlements.
2.3 Invited Users: An invited supplier or external reviewer may access only content and functions intentionally made available by the inviting Customer and remains bound by this Agreement for its own use. Each organization is responsible for its own personnel and submissions. RFP360 is not a party to, and does not administer, any procurement contract or agreement between a buyer and supplier merely because they use the Services.
3. Restrictions and Acceptable Use
3.1 Technical and Intellectual Property Restrictions: Except where law expressly prohibits a restriction, Customer must not copy, sell, sublicense, distribute, lease, publish, frame, mirror, decompile, reverse engineer, extract source code, models, prompts, weights, scoring methods, architecture, or nonpublic APIs, circumvent usage or security controls, or create a derivative or competing product from the Services or confidential platform information. Customer must not run unauthorized benchmarks for publication, perform model extraction, scrape or bulk export third-party data, probe vulnerabilities without written authorization, or permit a competitor to access the Services for product development.
3.2 Conduct Restrictions: Customer must not upload malicious code; interfere with others; impersonate another person; manipulate reviews or scores deceptively; submit false certifications, fabricated references, or misleading procurement materials; send unlawful or unsolicited communications; violate privacy, export, sanctions, anti-corruption, competition, or procurement laws; or use AI Output for unlawful discrimination or prohibited automated decisions. Customer must not upload content it lacks authority to use or disclose.
3.3 Sensitive Information: Unless a separate signed addendum expressly authorizes it and identifies the required controls, Customer must not provide classified information, Controlled Unclassified Information, Covered Defense Information, protected health information, payment-card data, biometric identifiers, government credentials, or other specially regulated data requiring specific safeguards. RFP360 may reject or remove such data or suspend processing to protect the Services.
3.4 Fair Usage: RFP360 may apply documented reasonable rate, size, storage, compute, or API limits to protect platform availability and may require a separate Order for unusually intensive use. RFP360 will not use fair-usage limits to deprive a paid Customer of expressly purchased quantities.
4. Buyer and Supplier Obligations
4.1 Buyer Responsibility: A buyer alone determines solicitation scope, posting channels, criteria and weights, conflicts of interest, evaluation records, communications, bidder access, award decisions, notices, and compliance with procurement, records, accessibility, public disclosure, and fairness requirements. Buyer must independently verify all generated solicitation terms, eligibility rules, evaluation results, outlier flags, and AI-generated explanations before use. RFP360 neither certifies a procurement as legally compliant nor acts as purchasing authority, evaluator of record, fiduciary, or legal adviser.
4.2 Supplier Responsibility: A supplier alone verifies opportunity authenticity, eligibility, amendments, due dates and time zones, required portals, signatures, pricing, representations, certifications, attachment formats, and receipt of its submission. AI drafts and compliance matrices do not establish responsiveness or guarantee that a bid is complete. An opportunity listing or notification may be incomplete, changed, delayed, duplicated, withdrawn, or subject to a third-party site’s terms.
4.3 Submission and Delivery: Unless an applicable Order expressly says otherwise, a draft, export, share, or internal status change is not proof that a proposal or solicitation was filed with a government portal or other third-party destination. Customer must obtain the destination’s official receipt and maintain its own deadline controls and backup submission path. If the Services provide an in-platform submission function, the buyer’s published instructions govern the event and Customer should retain confirmation records.
4.4 Buyer-Supplier Separation: Content supplied to one organization is available to another organization only through an intended invitation, publication, response, collaboration, or sharing action authorized through the Services. Customer must configure permissions and must not assume private drafts are visible to counterparties or that published materials remain confidential from recipients.
5. AI Features and Human Review
5.1 Decision Support Only: AI features assist users; they do not replace professional judgment. AI Output can be inaccurate, outdated, biased, incomplete, fabricated, inconsistent, or similar to content generated for others. Scores, rankings, outlier labels, bid/no-bid suggestions, and compliance indicators are estimates based on inputs and configurations, not official determinations. Results can change with model versions, source data, user settings, and prompts.
5.2 Mandatory Verification: Before publishing, submitting, scoring, rejecting, awarding, contracting, or relying on AI Output, Customer must have qualified personnel verify source documents, citations, criteria, arithmetic, licensing, factual claims, legal requirements, and any material decision. Customer retains final responsibility and must provide human review and an opportunity to correct errors where required by applicable law or policy. Customer must not present AI Output as an independently certified fact or as a guarantee of compliance or award.
5.3 No Professional Advice or Result Guarantee: The Services do not provide legal, procurement, accounting, engineering, cybersecurity, or other regulated professional advice. RFP360 does not guarantee a winning bid, contract award, supplier performance, cost savings, revenue, a compliant solicitation, an error-free proposal, or any specific result. Marketing examples, scores, and case studies do not amend this Agreement or create a warranty.
5.4 Third-Party AI and Permitted Processing: RFP360 may use subcontracted AI and hosting providers to deliver enabled features, subject to the applicable Privacy Policy and signed data processing terms. Customer grants RFP360 a limited right to process relevant Customer Content to provide AI features Customer requests. RFP360 will not use Customer Content or personal data to train or fine-tune a general-purpose AI model without Customer’s separate affirmative written authorization. RFP360 may use aggregated, de-identified operational statistics if they cannot reasonably identify Customer, individuals, or confidential content.
5.5 AI Output Rights: As between the parties, Customer may use its AI Output for its lawful business purposes, subject to third-party rights, applicable law, and this Agreement. RFP360 does not claim ownership of Customer Content and does not warrant that AI Output is unique, protectable by intellectual property law, non-infringing, or suitable for unrestricted publication. No rights to the underlying Services, model, templates, algorithms, or RFP360 technology are conveyed.
6. Customer Content and Data Sharing
6.1 Ownership and License: Customer and its licensors retain their respective rights in Customer Content. Customer grants RFP360 and its service providers a worldwide, nonexclusive, limited license during the term and applicable retention period to host, reproduce, transform, transmit, display to authorized recipients, back up, and otherwise process Customer Content solely to deliver, secure, support, troubleshoot, and improve the operation of the Services in accordance with this Agreement, the Privacy Policy, and any applicable data processing addendum.
6.2 Authority and Notices: Customer represents it has the notices, permissions, rights, and legal basis needed for content, prompts, integrations, sharing, and instructions it provides; has authority to disclose supplier, employee, and personal data as used; and will not instruct RFP360 to violate applicable law. Customer is responsible for the accuracy, legality, preservation, classification, and retention of its content and for meeting public-records or litigation-hold duties applicable to it.
6.3 Cross-Party Information: Each party uploading content grants intended recipients a right to review and use it for the applicable procurement or proposal activity, subject to law and the parties’ own procurement documents. RFP360 does not undertake to police confidentiality designations between buyers and suppliers or adjudicate their ownership or disclosure disputes. RFP360 may preserve content or disclose it to comply with law, legal process, or a valid retention obligation.
6.4 Feedback: Customer may provide suggestions voluntarily. RFP360 may use feedback without compensation to improve its technology, provided it does not publish Customer’s confidential information or claim ownership of Customer Content. Feedback does not grant RFP360 a right to train a general-purpose AI model on Customer Content.
7. Privacy, Security, and Integrations
7.1 Privacy Terms: RFP360’s Privacy Policy at https://www.rfp360.ai/privacy-policy/ explains its handling of personal information. Where RFP360 processes personal data on Customer’s behalf and law requires processor terms, the parties will execute an appropriate data processing addendum before providing that data. A signed data processing addendum governs in the event of a conflict concerning personal data processing.
7.2 Security Allocation: RFP360 will maintain reasonable administrative, technical, and organizational safeguards for the Services appropriate to the data it is authorized to process. Customer remains responsible for endpoint and network security, account administration, permissions, data minimization, lawful uploads, and its own exports. No system can be guaranteed completely secure. Security certifications, data residency, audit rights, breach-notice periods, and service levels apply only if expressly committed in a signed agreement.
7.3 Incidents: Each party will promptly notify the other through designated support channels of a security incident affecting the other party’s data of which it becomes aware and will cooperate as required by applicable law and a signed data processing addendum. A vulnerability, unsuccessful intrusion attempt, or incident confined to Customer-controlled systems is not automatically a breach of RFP360’s systems.
7.4 External Services: Customer elects whether to connect third-party portals, identity providers, storage, payment services, CRMs, or other integrations. Customer authorizes necessary exchange of data with enabled providers and must comply with their terms. RFP360 is not responsible for their availability, security, pricing, content, permissions, or changes; integrations may be modified or disconnected if a provider changes access or terms. No claim of a third-party certification or regulatory status arises merely from an integration.
8. Fees, Billing, and Taxes
8.1 Applicable Charges: The accepted Order or checkout disclosure controls fees, included quantities, metered AI usage, overages, billing period, and subscription term. Prices displayed on a website do not alter an existing accepted Order. Unless expressly stated, fees exclude taxes, duties, bank charges, and approved overages. Customer pays applicable transaction taxes other than taxes on RFP360’s income.
8.2 Payment: Customer authorizes charges to its selected payment method for fees shown at checkout and any clearly disclosed recurring charges and metered amounts. Invoiced fees are due within thirty days of invoice unless an Order provides otherwise. Customer will raise a good-faith billing dispute with detail within thirty days after invoice and pay undisputed amounts on time; the parties will promptly try to resolve the balance. RFP360 may charge lawful interest up to 1% per month on undisputed overdue amounts, plus reasonable collection expenses.
8.3 Renewal and Cancellation: A paid subscription renews for the same billing period at then-applicable rates only if automatic renewal was clearly disclosed at purchase or provided in a signed Order. Customer may turn off renewal through the account controls, if available, or by written notice to RFP360 before the renewal date; cancellation takes effect at the end of the current paid period unless a signed Order states a longer notice period. RFP360 will give at least thirty days’ advance notice of a material price increase for a renewing subscription. No retroactive rate increase applies to an already-paid term.
8.4 Trials and Refunds: A free trial or free plan may have limited features, capacity, and duration. A card will not be charged at the end of a free trial unless a paid conversion and its recurring price were expressly disclosed and authorized. Fees for an active paid period are nonrefundable except as stated in a signed Order, required by law, or expressly provided in this Agreement. No suspension for a good-faith disputed amount occurs while undisputed sums are paid and Customer cooperates to resolve the dispute.
9. Service Operation and Changes
9.1 Operation: RFP360 may perform maintenance, patch security vulnerabilities, update models, and modify functionality, interfaces, and documentation. It will use commercially reasonable efforts to give advance notice of planned material downtime where practical. A product description, roadmap, demonstration, or public statement does not create a service-level commitment unless included in a signed Order.
9.2 Material Reduction: RFP360 may not materially reduce the core functionality of a paid Service during the then-current subscription term without providing substantially equivalent functionality or a reasonable replacement. If it cannot do so, Customer may terminate the affected Service by notice within thirty days after learning of the reduction and receive a prorated refund of prepaid unused fees for that affected Service as its exclusive contractual remedy for the reduction.
9.3 Beta Features: Features designated beta, pilot, preview, experimental, or free may change or be discontinued and are provided without a service-level commitment, additional warranty, or indemnity. RFP360 will identify material beta limitations where practicable.
10. Intellectual Property and Confidentiality
10.1 RFP360 Ownership: RFP360 and its licensors own the Services and all software, source code, APIs, interfaces, designs, methods, scoring logic, prompts, models, training methods, templates, documentation, improvements, and associated intellectual property, excluding Customer Content. No right is granted except the limited access right expressly stated here. Customer will not remove proprietary notices.
10.2 Confidential Information: Each party will protect nonpublic information identified as confidential or reasonably understood to be confidential using at least reasonable care, use it only to perform or exercise rights under this Agreement, and share it only with personnel, advisers, and service providers who need it and are bound to protect it. Confidential information excludes information already lawfully known without restriction, independently developed, publicly available without breach, or lawfully received from another source. A required disclosure is permitted after legally allowed notice and reasonable cooperation.
10.3 Duration and Remedies: Confidentiality obligations survive for three years after disclosure; trade secrets remain protected while legally qualifying as trade secrets. Customer Content remains subject to applicable privacy and data protection duties for as long as retained. A party may seek appropriate injunctive relief for actual or threatened misuse of its confidential information or intellectual property, subject to applicable law.
11. Suspension and Termination
11.1 Suspension: RFP360 may immediately suspend access only to the extent reasonably necessary to address a credible security threat, illegal activity, material misuse, infringement risk, sanctions exposure, or imminent harm to the Services or others. For nonpayment of undisputed fees, RFP360 will give at least ten days’ written notice and opportunity to cure. It will give notice of other suspensions when legally and operationally practicable, limit scope and duration where reasonable, and restore access once the issue is resolved.
11.2 Termination for Cause: Either party may terminate an affected subscription for a material breach that remains uncured thirty days after written notice describing it, except a breach incapable of cure or an ongoing serious threat may justify earlier termination. RFP360 may terminate a free account on reasonable notice and may terminate all access for repeated serious violations. Termination of one Order does not automatically terminate another.
11.3 Effects and Export: On expiration or termination, Customer’s access and license end and Customer must stop using the Services. Customer should export its content before expiry. Subject to law, legal holds, and a signed Order or data processing addendum, RFP360 will make a commercially reasonable standard-format export available on request for thirty days after termination if Customer’s undisputed fees are paid, then may delete active Customer Content according to its retention procedures; backup deletion may take longer. RFP360 need not provide platform code, proprietary schemas, or data supplied by other parties beyond Customer’s lawful access rights.
11.4 Survival: Accrued payment obligations, intellectual property, confidentiality, restrictions on misuse, disclaimers, indemnification, limitations, dispute provisions, and provisions that by their nature should survive remain effective after termination.
12. Disclaimers
12.1 Limited Commitments: EXCEPT FOR AN EXPRESS WARRANTY IN A SIGNED ORDER AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, AI OUTPUT, OPPORTUNITY DATA, THIRD-PARTY CONTENT, AND BETA FEATURES ARE PROVIDED AS IS AND AS AVAILABLE. RFP360 DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. RFP360 DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE SERVICE, ERROR-FREE SECURITY, COMPLETE OPPORTUNITY COVERAGE, ACCURATE AI OUTPUT, A SPECIFIC PROCUREMENT RESULT, OR COMPLIANCE WITH EVERY LAW OR SOLICITATION.
12.2 Nonwaivable Rights: No disclaimer excludes a warranty or statutory right that cannot lawfully be excluded. If applicable law requires a remedy despite this Section, that remedy is limited to the minimum required by law.
13. Allocation of Claims and Indemnification
13.1 Customer Claims: To the extent permitted by law, Customer will defend RFP360 and its officers, employees, and affiliates against a third-party claim arising from Customer Content, an unlawful or unauthorized submission or sharing, Customer’s breach of Sections 2 through 6, Customer’s misleading representations, or Customer’s procurement, award, or supplier decision, and will pay finally awarded damages and reasonable settlements approved by Customer. This obligation excludes the extent a claim results from RFP360’s breach of this Agreement, willful misconduct, or unauthorized modification of Customer Content.
13.2 Procedure: The indemnified party must promptly notify the indemnifying party of a claim, allow it to control defense with reasonably qualified counsel, and cooperate at its expense; delayed notice reduces the obligation only to the extent materially prejudicial. No settlement may admit fault or impose nonmonetary duties on the indemnified party without its written consent, not unreasonably withheld.
13.3 Vendor IP Claims: RFP360 gives no general defense or indemnity for claims about Customer Content, AI Output, or combinations with third-party materials under this standard Agreement. Any RFP360 intellectual property indemnity must be expressly stated in a signed enterprise Order or agreement with defined scope, exclusions, remedies, and cap.
14. Limitation of Liability
14.1 Excluded Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, RFP360 AND ITS LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFIT, REVENUE, BUSINESS, OPPORTUNITIES, CONTRACTS, SAVINGS, GOODWILL, DATA, OR USE, EVEN IF ADVISED OF THEIR POSSIBILITY. THESE EXCLUSIONS APPLY REGARDLESS OF THEORY OF LIABILITY AND WHETHER A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2 RFP360 Cap: TO THE MAXIMUM EXTENT PERMITTED BY LAW, RFP360’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ALL RELATED ORDERS WILL NOT EXCEED THE FEES PAID OR PAYABLE TO RFP360 BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE TWELVE MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM. FOR A FREE PLAN OR TRIAL WITH NO FEES PAID OR PAYABLE, THE CAP IS US $100. THE CAP IS AGGREGATE FOR ALL CLAIMS, NOT PER INCIDENT.
14.3 Exceptions and Application: Nothing limits liability for fraud, willful misconduct, or liabilities that cannot lawfully be limited. Customer remains responsible for accrued fees and for its unauthorized use or misappropriation of RFP360 intellectual property. Any separately negotiated higher cap or indemnity applies only if stated in a signed agreement. These allocations are an essential basis of the fees.
15. Public Sector Customers
15.1 Government Rider: If Customer is a federal, state, local, or educational public entity, the parties may execute a government rider addressing mandatory laws, appropriation, public-records access, sovereign immunity, venue, indemnity, audit rights, accessibility, and applicable security requirements. To the extent a provision of this Agreement is prohibited by a law that applies to that Customer and cannot be waived, that provision applies only to the maximum permitted extent; the rest remains effective.
15.2 No Implied Flow-Down: No procurement portal term, solicitation clause, federal acquisition clause, security classification, representation, or prime-contract flow-down binds RFP360 merely because Customer uses the Services or cites this Agreement. A specific obligation applies only when legally required and expressly accepted in a signed Order or rider by RFP360. Customer must not upload restricted government information before a suitable written arrangement is in place.
15.3 Government Data and Records: Customer remains the records custodian and determines retention, disclosure, redaction, appeal, and award procedures under applicable law. RFP360 will provide commercially reasonable assistance on agreed terms but does not itself decide what is exempt from disclosure.
16. Disputes and General Terms
16.1 Notice and Informal Resolution: Each party will notify the other of a dispute and give business representatives thirty days to attempt resolution before suit, except for nonpayment, preservation of claims, or urgent injunctive relief. Notices of breach, termination, or legal claims to RFP360 must be sent by recognized overnight courier to RFP360.AI LLC, Attention Legal, 650 North Cannon Avenue, Lansdale, Pennsylvania 19446, with a copy sent through the then-current legal or support contact on its website. RFP360 may send notices to Customer’s account administrator email and the address in its Order; Customer must keep those current.
16.2 Law and Forum: Pennsylvania law governs, without its conflicts rules, except federal law where applicable. Subject to mandatory law and an applicable signed government rider, exclusive jurisdiction and venue lie in the state courts serving Montgomery County, Pennsylvania, or the United States District Court for the Eastern District of Pennsylvania. Each party consents to those courts.
16.3 Assignment: Customer may not assign this Agreement without RFP360’s prior written consent, not unreasonably withheld for a bona fide merger or sale of substantially all assets where the successor is not a direct competitor, assumes all duties, and meets applicable security requirements. RFP360 may assign it in connection with a merger, reorganization, financing, affiliate transfer, or sale of all or substantially all of its business, with the assignee assuming its material obligations.
16.4 Independent Parties and Third Parties: The parties are independent contractors. Neither may bind the other. This Agreement creates no rights for third parties except expressly protected RFP360 licensors and indemnified persons. Neither party is liable for delay from events beyond reasonable control, excluding accrued payment obligations, if it promptly mitigates and resumes performance.
16.5 Severability and Waiver: An unenforceable provision is narrowed to the minimum necessary where lawful, and the remainder remains effective. Failure to enforce a right is not a waiver. RFP360 may use subcontractors while remaining responsible for its own contractual obligations. Headings are for convenience. This Agreement and accepted Orders are the entire agreement for the Services and supersede prior platform use terms for access governed after the Effective Date; neither party relies on a representation absent from them.
17. Amendments and Contact
17.1 Changes: RFP360 may update this standard Agreement by posting a dated version and giving account administrators reasonable advance notice of material changes, ordinarily at least thirty days. A change does not materially diminish already-purchased rights or increase fees during an existing paid term without Customer’s express acceptance, except where promptly needed for law, security, or third-party provider changes. A Customer that objects to a materially adverse change may stop using the affected Service and terminate it before the change takes effect; RFP360 will refund prepaid unused fees for that affected Service. A signed Order can be changed only as its terms allow or by mutual written agreement.
17.2 Questions: RFP360.AI LLC, 650 North Cannon Avenue, Lansdale, Pennsylvania 19446. Customer may use the contact form or support address displayed at https://www.rfp360.ai/contact/ for routine service inquiries. Legal notices follow Section 16.1.
By clicking "Accept & Continue" or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
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