Terms of Service

These Terms of Service ("Terms") govern access to and use of GOPursue (the "Service"), an AI-assisted platform for government contracting pursuit, qualification and proposal work. The Service is offered by GovOps Systems, LLC ("Provider," "we," "us") and is built and hosted in collaboration with Imeritas, LLC ("Imeritas").

Click-through agreement. By clicking "I Agree," creating an account, or using the Service, you accept these Terms. If you accept on behalf of a company or other organization ("Customer"), you represent that you have authority to bind it, and "you" means that organization. If you lack that authority or do not agree, do not click "I Agree" and do not use the Service.

Order Forms. If Customer signs an order form, quote or other ordering document with Provider ("Order Form"), it forms part of these Terms. If an Order Form conflicts with these Terms, the Order Form controls for that order only.

Related policies. The Privacy Policy and the Acceptable Use rules in Section 5 are incorporated by reference.

Changes. We may update these Terms. We will post the new version with a new "Last updated" date and give at least 30 days' notice of material changes by email or in the Service. Changes take effect at the start of your next subscription term, unless required sooner by law or for security. Continued use after the effective date means you accept the change. Changes will not apply retroactively to disputes that arose before the effective date.

Access right. Subject to these Terms and payment of Fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for its Authorized Users to access and use the Service for Customer's internal business purposes.

Provider and its technology partner. Provider is Customer's sole contracting party. Provider uses Imeritas as its technology subcontractor to develop, host and operate the Service. Provider remains responsible for its subcontractors' performance under these Terms. Imeritas is not a party to these Terms and assumes no obligations to Customer under them.

Successor entity. Provider may assign these Terms, without Customer's consent, to an entity formed to own and operate the Service. Provider will notify Customer of any such assignment. Customer's rights and obligations will not otherwise change because of it.

Support. Provider provides support through support@govopssystems.com and in-app help during business hours of 9am to 5pm, ET. Provider handles all support requests and escalates technical issues internally, so Customer has a single point of contact.

Changes to the Service. Provider may update, improve or change the Service, including the AI models and Third-Party Services it uses. Provider will not materially reduce core functionality of a paid plan during a Subscription Term. If it must do so for legal, security or third-party reasons, Customer may terminate and receive a pro-rata refund of prepaid Fees for the unused period.

Beta features. Features marked "beta," "preview" or similar are provided as-is, may change or be withdrawn, and are excluded from any commitments in these Terms.

No service level commitment. Unless an Order Form states otherwise, Provider will use commercially reasonable efforts to keep the Service available but does not guarantee any specific uptime.

Eligibility. The Service is for business use only. You must be at least 18 years old and able to form a binding contract. The Service is not offered to consumers.

Account information. Customer will provide accurate registration information and keep it current.

Credentials. Each Authorized User must have individual login credentials, which may not be shared. Customer is responsible for all activity under its account and for its Authorized Users' compliance with these Terms. Customer will notify Provider promptly at security@govopssystems.com of any unauthorized access.

Seats and limits. Customer's use is limited to the number of Authorized Users, workspaces and usage quotas (such as AI task or token allowances) in its plan or Order Form.

Administrators. Customer's designated administrators control user access, roles and approval settings within Customer's workspace. Provider may rely on instructions from those administrators.

Restrictions. Customer and its Authorized Users will not:

1. copy, modify, reverse engineer, decompile or attempt to extract source code, model weights, system prompts, workflows, scoring logic or other Provider Technology, except as applicable law expressly permits despite this restriction;
2. use the Service or Output to build, train or improve a competing product or service, or to replicate Provider's methodologies;
3. resell, sublicense, time-share or provide the Service to third parties, except as an Order Form permits;
4. circumvent usage limits, access controls, approval gates or security measures;
5. use automated means to scrape or bulk-extract data from the Service beyond its documented APIs and export features;
6. upload malware or use the Service to attack, probe or disrupt any system;
7. use the Service in violation of law, including procurement, export-control, sanctions, privacy and anti-corruption laws;
8. submit content that infringes others' rights or that Customer lacks the right to use;
9. use Output to make false statements or certifications to any government agency; or
10. violate the usage policies of the AI model providers or data sources that the Service uses, as Provider makes them available.

AI agents and connected tools. Where Customer enables AI agents, scheduled tasks or connections to external tools, Customer is responsible for configuring permissions and approval gates. Customer will review agent actions that send communications, submit documents or change external systems before relying on them.

Enforcement. Provider may investigate suspected violations and may remove content or suspend access as described in Section 12.

Ownership. As between the parties, Customer owns Customer Data. Subject to Section 6.4, Customer owns Output generated for Customer, and Provider assigns to Customer any rights Provider has in that Output.

License to Provider. Customer grants Provider and its subcontractors a worldwide, non-exclusive license to host, copy, process, transmit and display Customer Data and Output only as needed to provide, secure, support and improve the Service, and as required by law.

No model training on Customer Data. Provider will not use Customer Data or Output to train or fine-tune AI models made available to other customers, and will not permit its AI model providers to do so, without Customer's prior written consent. Provider may use aggregated, de-identified usage data (such as feature usage, performance and token consumption) that does not identify Customer or reveal Customer Data to operate and improve the Service.

Output limits. Output may be similar to output generated for others. Customer receives no rights in Provider Technology embedded in Output, such as templates, section structures, scoring frameworks or methodology, beyond the right to use that Output for its own business, including in proposals it submits.

Human review required. AI Features can produce Output that is inaccurate, incomplete or out of date, including misread solicitation requirements, missed deadlines or mistaken eligibility conclusions. Output is not legal, accounting or compliance advice. Customer is solely responsible for:

• reviewing and verifying Output before relying on it;
• confirming solicitation requirements, amendments and due dates against the official source;
• all bid/no-bid decisions, pricing and teaming decisions; and
• the accuracy of every proposal, representation and certification it submits to a government customer.

Customer responsibilities. Customer represents that it has all rights and consents needed to submit Customer Data, and that doing so does not violate law or any obligation Customer owes to a third party, including a government agency or teaming partner.

Export and deletion. During the Subscription Term, Customer may export Customer Data and Output using the Service's export features. For 30 days after termination, Provider will make Customer Data available for export on request. Provider will then delete Customer Data within 90 days, except for backups deleted on their normal cycle and data Provider must retain by law.

Prohibited data. Unless an Order Form expressly authorizes it and a security addendum applies, Customer will not submit to the Service:

• classified information of any level;
• Controlled Unclassified Information (CUI), including Covered Defense Information under DFARS 252.204-7012;
• technical data or software controlled under the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulations (EAR), other than items designated EAR99;
• source selection information or another offeror's bid or proposal information in violation of the Procurement Integrity Act (41 U.S.C. §§2101–2107); or
• protected health information, payment card data or government-issued identification numbers.

Customer acknowledges that the Service is not currently represented as FedRAMP-authorized or as meeting CMMC requirements. Customer is solely responsible for any submission of prohibited data.

Public data sources. The Service retrieves opportunity data from SAM.gov and other public or licensed sources. Provider does not control those sources and does not guarantee that retrieved data is complete, current or accurate. Customer's use of that data is also subject to the source's terms. The official solicitation and its amendments control.

Customer's own compliance. Customer remains responsible for complying with the Federal Acquisition Regulation, agency supplements, solicitation instructions, organizational conflict of interest rules, ethics and lobbying restrictions, and any disclosure a solicitation requires about the use of AI in preparing a proposal.

Not a government contract. Provider supplies the Service to Customer as a commercial product. These Terms are not a subcontract under any government prime contract, and no FAR or DFARS clause flows down to Provider unless an Order Form expressly accepts it.

Government end users. If the Service is acquired by or for the U.S. Government, it is "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202, and the Government's rights are limited to those in these Terms.

Export and sanctions. Customer will not use or give access to the Service in any embargoed country or to any person on a U.S. restricted-party list, and represents it is not such a person.

Fees. Customer will pay the Fees for its selected plan or Order Form. Fees are stated and payable in U.S. dollars.

Billing and auto-renewal. For self-service plans, Customer authorizes Provider and its payment processor (currently Stripe) to charge its payment method at the start of each monthly or annual billing period. Subscriptions renew automatically for the same period unless Customer cancels before the renewal date through account settings or by emailing billing@govopssystems.com. Invoiced Order Forms are due within 30 days of invoice.

Usage-based charges. Plans may include AI usage allowances. Usage above the allowance is billed at the rates shown in the Service or Order Form, or the Service may pause AI Features until the next period, as the plan states.

Price changes. Provider may change Fees on at least 30 days' notice. New Fees apply from the next renewal.

Refunds. Fees are non-refundable except as these Terms expressly provide (Sections 3.5, 11.6 and 12.5) or as required by law.

Late payment. Overdue amounts may accrue interest at 1.0% per month or the maximum lawful rate, if lower. Provider may suspend the Service for amounts more than 15 days overdue after giving notice.

Taxes. Fees exclude taxes. Customer is responsible for all sales, use, VAT and similar taxes, other than taxes on Provider's income.

Provider Technology. Provider, Imeritas and their licensors own all rights in the Provider Technology, including the Imeritas.Agent framework and GovOps Systems' government contracting methodologies, prompts, scoring methods, templates and workflows, and all improvements to them. Except for the access right in Section 3.1, no rights are granted to Customer, by implication or otherwise.

Trademarks. GOPursue, Imeritas, GovOps and related logos are trademarks of their owners. Customer may not use them without prior written permission.

Feedback. If Customer provides suggestions or feedback about the Service, Provider and Imeritas may use it without restriction or obligation, provided they do not identify Customer or disclose Customer's Confidential Information.

Third-party beneficiary. Imeritas is an intended third-party beneficiary of Sections 5.1, 9 and 11.3 and may enforce them directly. No other person is a third-party beneficiary of these Terms.

Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information. Provider Technology and non-public pricing are Provider's Confidential Information. It excludes information that is public through no fault of the recipient, already known to the recipient, independently developed, or rightfully received from a third party without a duty of confidentiality.

Obligations. The recipient will use Confidential Information only to perform under these Terms and will protect it with at least reasonable care. It may disclose it only to employees, contractors and subcontractors (including Imeritas and hosting and AI model providers) who need to know it and are bound by confidentiality obligations at least as protective. It may disclose it where required by law after giving prompt notice, where lawful.

Security. Provider will maintain administrative, technical and physical safeguards designed to protect Customer Data. These include tenant isolation, encryption in transit, role-based access controls, audit logging of AI agent actions and approvals, and organizational (not personal) control of critical accounts.

Security incidents. Provider will notify Customer without undue delay, and no later than 72 hours, after confirming unauthorized access to Customer Data. Provider will provide available information and take reasonable steps to contain and remediate it.

Privacy. Provider processes personal information as described in the Privacy Policy.

Mutual. Each party represents that it has authority to enter these Terms and will comply with laws applicable to its performance.

Provider warranty. Provider warrants that the paid Service will perform materially as described in its documentation. Customer's exclusive remedy for breach is for Provider to correct the non-conformity. If Provider cannot do so within 30 days of notice, either party may terminate the affected subscription and Provider will refund prepaid Fees for the unused period.

Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, OUTPUT AND THIRD-PARTY DATA ARE PROVIDED "AS IS." PROVIDER, IMERITAS AND THEIR LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO ONE WARRANTS THAT OUTPUT WILL BE ACCURATE OR COMPLETE, THAT THE SERVICE WILL BE UNINTERRUPTED, OR THAT USE OF THE SERVICE WILL RESULT IN ANY CONTRACT AWARD. IMERITAS HAS NO LIABILITY TO CUSTOMER UNDER OR IN CONNECTION WITH THESE TERMS.

Exclusion of damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, REVENUE OR CONTRACT AWARDS, LOSS OF DATA, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY.

Liability cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (OR $100 FOR FREE PLANS). "Excluded Claims" are Customer's payment obligations, a party's indemnity obligations, breach of Section 5.1 or 7.1, and liability that cannot be limited by law.

Provider IP indemnity. Provider will defend Customer against third-party claims that the Service, as provided, infringes a U.S. patent, copyright or trademark or misappropriates a trade secret, and pay resulting damages finally awarded or settlements Provider agrees to. If such a claim occurs or is likely, Provider may modify the Service, obtain a license, or terminate and refund prepaid Fees for the unused period. This does not cover claims arising from Customer Data, Output as modified by Customer, combinations with items not supplied by Provider, or use in breach of these Terms. This Section states Provider's entire liability for infringement claims.

Customer indemnity. Customer will defend Provider and Imeritas against third-party claims, including government claims, arising from Customer Data, Customer's proposals and certifications, or Customer's breach of Section 5 or 7, and pay resulting damages, fines and settlements.

Procedure. The indemnified party will give prompt notice, reasonable cooperation and sole control of the defense to the indemnifying party. The indemnifying party may not settle a claim in a way that admits fault by, or imposes obligations on, the indemnified party without its consent.

Term. These Terms apply from acceptance until all Subscription Terms have ended or these Terms are terminated.

Cancellation. Customer may cancel a self-service subscription at any time. Cancellation takes effect at the end of the current billing period.

Termination for breach. Either party may terminate on written notice if the other materially breaches these Terms and does not cure within 30 days of notice (10 days for non-payment).

Suspension. Provider may suspend access, in whole or part, if reasonably necessary to prevent a security threat, comply with law, stop a violation of Section 5 or 7.1, or address non-payment under Section 8.6. Provider will limit the suspension to what is necessary, give notice where practical, and restore access once the cause is resolved.

Discontinuation. If Provider discontinues the Service, it will give at least 90 days' notice, keep the Service available to paying customers during that period where commercially reasonable, provide data export as described in Section 6.7, and refund prepaid Fees for any period after the Service ends.

Effect of termination. On termination, Customer's access right ends and Customer will pay all Fees accrued. Section 6.7 applies to Customer Data. Sections 2, 6.4–6.7, 7, 8 (for unpaid amounts), 9, 10, 11, 12.6 and 13 survive.

Governing law. These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Disputes. The parties will first try to resolve any dispute through good-faith discussion between senior representatives for 30 days. After that, the state and federal courts in Norfolk County, MA have exclusive jurisdiction, and each party consents to them. Either party may seek injunctive relief in any competent court to protect its intellectual property or Confidential Information.

Assignment. Customer may not assign these Terms without Provider's consent, except to a successor to substantially all of its business that is not a Provider competitor, with notice. Provider may assign as stated in Section 3.3 or to a successor in a merger, acquisition or sale of the Service.

Publicity. Provider may identify Customer by name and logo as a customer unless Customer opts out by emailing marketing@govopssystems.com.

Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including outages of Third-Party Services, other than payment obligations.

Notices. Provider may send notices to the account email or through the Service. Customer must send legal notices to GovOps Systems, LLC, 62 Sartell Road, Waltham, MA 02451, Attn: Legal, with a copy to legal@govopssystems.com.

Independent contractors. The parties are independent contractors. These Terms create no partnership, agency or joint venture between Customer and Provider.

Entire agreement. These Terms, any Order Form and the documents incorporated by reference are the parties' entire agreement on this subject and supersede prior agreements. Terms in a Customer purchase order or vendor portal have no effect, even if accepted by click.

Other. If any provision is unenforceable, it will be modified to the minimum extent needed and the rest remains in effect. A failure to enforce a provision is not a waiver. Headings are for convenience only, and "including" means "including without limitation."