Terms of Service

These Terms of Service ("Terms") form a binding agreement between you (either personally or on behalf of an entity, "you" or "Customer") and Tomsons Digital LLC, a limited liability company registered in Georgia (Identification Number: 412798110, registered address: Georgia, Kutaisi, Khundadze St., N 52, Apt N20) ("BidChamp," "we," "us"), operator of the BidChamp software-as-a-service platform at https://bidchamp.ai (the "Service").

By creating an account or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms.

1. The Service

BidChamp is a software-as-a-service platform that helps businesses discover, score, and prepare bids on US federal government contracts published on SAM.gov. Features include:

• SAM.gov opportunity search and AI-powered scoring
• Section L extraction with paragraph-level citation
• Compliance matrix generation
• Past Performance library management
• AI-powered proposal drafting (provided via Anthropic's Claude API)
• Word-format proposal export
• Capture team workspace and collaboration tools (Team plan)

The Service is provided "as a service" — no software is installed on your local machine. Access requires an active subscription and an internet connection.

2. Eligibility

You may use the Service only if you are:

• At least 18 years of age
• Legally able to enter into a binding contract
• Not prohibited from using the Service under applicable export controls or sanctions
• Not located in a country subject to comprehensive US sanctions (Cuba, Iran, North Korea, Syria, Crimea/DNR/LNR regions of Ukraine)

If you create an account on behalf of an entity, you represent that you have authority to bind that entity to these Terms.

3. Account creation

To use the Service:

• Provide accurate, complete account information
• Maintain the security of your password (we recommend a unique, strong password and enabling any future two-factor authentication)
• Promptly notify us of unauthorized account access
• Take responsibility for all activity under your account

You may not create accounts via automated means, share login credentials with others (except authorized users on Team plans), or impersonate another person or entity.

4. Subscription plans and billing

4.1 Plans

We offer the following subscription plans:

Detailed feature lists are available at https://bidchamp.ai/#pricing.

4.2 Free trial

New customers receive a 14-day free trial of any paid plan. During the trial:

• You provide a payment method at signup
• No charges are made during the 14-day trial period
• You may cancel at any time during the trial with no charge

If you do not cancel before the trial ends, your subscription automatically converts to a paid subscription and you will be charged the applicable monthly or annual fee.

4.3 Recurring billing

After the trial:

• Monthly subscriptions: charged each month on your billing date until cancelled
• Annual subscriptions: charged once per year until cancelled
• Payment is processed by Fastoo / LLC New Payment System, our PCI-DSS compliant payment processor

4.4 Failed payments

If a charge fails, we will:

1. Retry the charge once after 3 days
2. Notify you by email after the second failed attempt
3. Suspend your account access if payment is not received within 14 days of the failed charge
4. Cancel your subscription if payment is not received within 30 days of the failed charge

You remain responsible for outstanding amounts during this period.

4.5 Price changes

We may change pricing with at least 30 days' written notice (by email). Price changes apply to your next billing cycle. If you do not agree, you may cancel before the new price takes effect.

4.6 Taxes

Stated prices do not include taxes. You are responsible for all sales taxes, VAT, or other taxes assessed by your local jurisdiction. Where required, we will collect and remit taxes; otherwise, you are responsible for self-assessment.

5. Cancellation and refunds

You may cancel your subscription at any time:

• During trial: no charge; account access continues until end of trial
• After trial: cancellation takes effect at the end of your current billing period; you continue to have access until that date
• Refunds: see our Refund Policy for details

To cancel, use the cancellation function in your Account Settings or email support@bidchamp.ai (or giorgi.jgere@gmail.com during early launch).

6. Acceptable use

You agree not to:

• Use the Service for any illegal purpose or in violation of any applicable law (including export controls, sanctions, and federal procurement law)
• Submit fraudulent or false information to federal procurement systems via the Service
• Reverse engineer, decompile, or attempt to extract the source code or AI model behavior
• Resell, sublicense, or commercially redistribute the Service without our written permission
• Bypass usage limits or rate limits applicable to your plan
• Use automated tools (bots, scrapers) to extract data from the Service
• Upload malware, viruses, or content that infringes third-party intellectual property
• Harass, abuse, or harm other users
• Use the Service to compete directly with BidChamp by building a similar federal contracting platform
• Impersonate another person, business, or government entity

We may suspend or terminate accounts that violate these rules.

7. Intellectual property

7.1 Our IP

BidChamp, including all software, design, content, AI prompts, scoring methodology, and trademarks, is owned by Tomsons Digital LLC. We grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription period in accordance with these Terms.

7.2 Your content

You retain all rights to content you upload (RFPs, past performance documents, capability statements, proposals you draft). By uploading, you grant us a non-exclusive, royalty-free license to host, process, and display your content solely for the purpose of providing the Service to you.

You represent that you have the right to upload content you submit, and that uploading does not violate any law or third-party rights.

7.3 AI-generated content

Content generated by AI models within the Service (proposal drafts, scoring rationales, compliance matrices) is provided to you to use in your federal contracting work. You are responsible for reviewing AI output before submission to any government agency or third party. AI may produce errors, hallucinations, or content that does not meet specific RFP requirements; you are solely responsible for the accuracy and compliance of any final submission.

8. Federal contracting disclaimers

The Service is a tool to assist your federal contracting workflow. It does not constitute legal advice, regulatory advice, or contracting officer guidance.

• Bid/no-bid scores are decision-support tools, not guarantees of award or success
• Section L extractions and compliance matrices may contain errors; verify against the official solicitation document
• AI-drafted proposal content must be reviewed for accuracy, completeness, and compliance with FAR and agency-specific requirements before submission
• BidChamp does not file proposals on your behalf; submission to any federal procurement system is solely your responsibility

We are not affiliated with the US federal government, SAM.gov, the General Services Administration, or any agency.

9. Third-party services

The Service integrates with third-party services, including:

• SAM.gov (https://sam.gov) — federal opportunity data source
• Anthropic / Claude API — AI processing
• Fastoo / LLC New Payment System — payment processing
• GovCon API (https://govconapi.com) — federal contract data

We are not responsible for the availability, accuracy, or terms of third-party services. Your use of those services is governed by their respective terms.

10. Warranties and disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF AI OUTPUTS, OR UNINTERRUPTED AVAILABILITY.

We do not warrant that:

• The Service will meet all your requirements
• The Service will be error-free or uninterrupted
• AI-generated content will be accurate, complete, or compliant with federal regulations
• You will win any specific federal contract by using the Service

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• BidChamp's total aggregate liability arising from or related to these Terms or the Service is limited to the amount you paid us in the 12 months preceding the claim
• We are not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost contracts, or lost business opportunities
• We are not liable for damages resulting from your reliance on AI-generated content, scoring outputs, or proposal drafts in actual federal contract submissions

Some jurisdictions do not allow exclusion of certain warranties or limitation of liability; in those jurisdictions, our liability is limited to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify and hold harmless Tomsons Digital LLC, its directors, employees, and affiliates from any claim, damage, loss, or expense (including reasonable attorneys' fees) arising from:

• Your use of the Service in violation of these Terms or applicable law
• Your content uploaded to the Service (including IP infringement claims)
• Your federal contract submissions, including any losses or government penalties resulting from inaccuracies in submitted proposals
• Your breach of any representation or warranty in these Terms

13. Termination

13.1 By you

You may terminate at any time by cancelling your subscription. Termination is effective at the end of your current billing period.

13.2 By us

We may suspend or terminate your account immediately if you:

• Violate these Terms
• Fail to pay when due (after grace period — see Section 4.4)
• Engage in fraudulent or illegal activity
• Use the Service to harm BidChamp or other users

13.3 Effects of termination

Upon termination:

• Your access to the Service ends
• We retain your data for 30 days for re-activation; thereafter we delete it (subject to legal retention requirements)
• Any outstanding fees become immediately due
• Sections 6, 7, 8, 10, 11, 12, 13.3, and 14 survive termination

14. Governing law and dispute resolution

These Terms are governed by the laws of Georgia (the country), without regard to conflict of laws principles.

Any dispute arising from or related to these Terms or the Service shall be resolved by:

1. Good-faith negotiation between you and BidChamp for a period of at least 30 days
2. If unresolved, the dispute shall be submitted to the courts of Tbilisi, Georgia, which shall have exclusive jurisdiction
3. Proceedings may be conducted in English upon mutual agreement and at the discretion of the court

For US-based customers: nothing in this Section limits your statutory consumer protection rights under your state or federal law.

15. Changes to these Terms

We may update these Terms periodically. Material changes will be communicated:

• Via email at least 14 days before they take effect
• Via in-app notification
• By updating the "Last Updated" date at the top of these Terms

If you do not agree to changes, you may cancel your subscription before they take effect. Continued use after the effective date constitutes acceptance.

16. Miscellaneous

16.1 Entire agreement

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

16.2 Severability

If any provision is held unenforceable, the remaining provisions remain in effect.

16.3 No waiver

Failure to enforce any provision is not a waiver of our right to enforce it later.

16.4 Assignment

You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger or sale.

16.5 Force majeure

Neither party is liable for delays or failures due to events outside reasonable control, including natural disasters, war, terrorism, government actions, or internet/telecom failures.

16.6 Notices

Legal notices to BidChamp must be sent by email to giorgi.jgere@gmail.com (or legal@bidchamp.ai when active) AND by registered mail to our registered address (Section 17). Notices to you will be sent to the email associated with your account.

16.7 Independent contractors

The relationship between you and BidChamp is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

17. Contact

Tomsons Digital LLC
Identification Number: 412798110
Address: Georgia, Kutaisi, Khundadze St., N 52, Apt N20
Email: giorgi.jgere@gmail.com (currently); support@bidchamp.ai (when active)
Phone: +995 568 00 22 23

By using BidChamp, you acknowledge that you have read these Terms and agree to be bound by them.