Outbidd Terms of Service

1. Introduction and Acceptance

These Terms of Use (the "Terms") form a legally binding agreement between Outbidd Inc. ("Outbidd," "we," "us," or "our") and the individual or entity that accesses or uses the Platform ("you" or "User"). The Terms govern all access to and use of Outbidd's cloud based software platform, websites, applications, vendor portal, application programming interfaces, and related services (collectively, the "Platform").

By clicking to accept these Terms, or by accessing or using the Platform in any way, you represent that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Platform.

If you are accepting these Terms on behalf of an entity (for example, your employer, a company, or a firm), you represent and warrant that you have the authority to bind that entity, and "you" and "User" refer to that entity. If you do not have that authority, you must not accept these Terms or use the Platform.

2. Who These Terms Apply To

The Platform serves two categories of Users, and these Terms apply to both:

(a) Organizations. An "Organization" is a customer that subscribes to the Platform to manage construction projects from the owner's side, including owners, developers, retailers, franchise groups, and owner's representative firms, together with the individual account holders and Authorized Users who access the Platform under that subscription.
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‍(b) Invited Users. An "Invited User" (also referred to as a "Vendor") is any person or entity that an Organization invites to participate in one or more projects on the Platform, including architects, engineers, general contractors, subcontractors, suppliers, designers, consultants, and other project stakeholders. Invited Users typically access the Platform at no charge to submit bids, respond to requests for information ("RFIs"), upload and exchange documents, and perform other project functions made available to them.

"User" and "you" mean Organizations and Invited Users, together and individually, as the context requires. Certain sections of these Terms apply only to Organizations (for example, provisions concerning fees and subscriptions). Those distinctions are noted where relevant. All other sections, including the Acceptable Use Policy in Section 8, apply equally to every User.

3. Relationship to Other Agreements

‍Some Organizations enter into a separate written agreement with Outbidd, such as a Master Services Agreement and an accompanying Order Form (a "Signed Agreement"). Where a Signed Agreement exists between you and Outbidd, that Signed Agreement governs the commercial terms of your subscription (including fees, subscription term, service levels, and negotiated data terms), and it controls in the event of a direct conflict with these Terms as to the specific subject matter it addresses. These Terms continue to apply to all access to and use of the Platform in all other respects, including with respect to your Authorized Users and any Invited Users.

Invited Users are bound by these Terms regardless of whether the Organization that invited them has a Signed Agreement. Invited Users are not third party beneficiaries of any Signed Agreement between Outbidd and an Organization.

4. Eligibility and Account Registration

You must be at least 18 years old and capable of forming a binding contract to use the Platform. To access most features, you must register for an account and provide accurate, current, and complete information. You agree to keep that information up to date.We may require verification of your identity, your organization, or your business information before granting or continuing access to certain features. We may refuse registration or cancel an account at our discretion, consistent with these Terms.

5. Account Security and Responsibility

You are responsible for safeguarding your account credentials and for all activity that occurs under your account, whether or not authorized by you. You agree not to share your credentials, and you must notify us promptly at [email protected] if you suspect any unauthorized access to or use of your account.

Each Organization is responsible for managing its own Authorized Users and Invited Users, including promptly disabling or requesting removal of access for any person whose authorization has ended. As between Outbidd and an Organization, the Organization remains responsible for the acts and omissions of its Authorized Users and of the Invited Users it brings onto a project, to the extent those acts and omissions occur in connection with that Organization's projects. This does not relieve any individual User of its own obligations under these Terms.

6. The Platform and License to Use

The Platform provides software tools for construction project setup, budgeting, request for proposal ("RFP") and bid management, AI assisted bid leveling and analysis, cost controls, document management, RFI management, and related functions. Features vary by account type, subscription level, and the permissions granted by the inviting Organization.

Subject to your compliance with these Terms, Outbidd grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for its intended purpose: for Organizations, to manage their own construction projects; and for Invited Users, to participate in the projects to which they have been invited. All rights not expressly granted are reserved by Outbidd. This license ends when your access to the Platform ends.

7. Description Is Not a Guarantee; No Professional Services

The Platform provides software tools only. Outbidd does not provide construction management, architectural, engineering, legal, accounting, procurement, or other professional services, and nothing on the Platform constitutes professional advice. Outputs generated by the Platform, including bid analyses, scope gap detection, pricing predictions, cost estimates, and other AI assisted results, are provided to support your own decision making and may contain errors or omissions. You are solely responsible for all project decisions and must independently verify all information before relying on it. Outbidd does not guarantee the accuracy, adequacy, or completeness of any Platform output.

8. Acceptable Use Policy

This Section 8 applies to every User. You agree that you will not, and will not permit anyone acting on your behalf or through your account to:

‍8.1 Unlawful or harmful use. Use the Platform for any unlawful, fraudulent, or unauthorized purpose; violate any applicable law or regulation; or infringe or misappropriate the intellectual property, privacy, publicity, or other rights of any person.

‍8.2 Malicious activity. Upload, transmit, or introduce any virus, worm, malware, ransomware, or other harmful code; interfere with or disrupt the integrity or performance of the Platform or the systems, networks, or data used to operate it; or attempt to gain unauthorized access to the Platform, other Users' accounts, or any related systems or data.

‍8.3 Circumvention. Circumvent, disable, or otherwise interfere with any security, authentication, access control, usage limit, or rate limit of the Platform; probe, scan, or test the vulnerability of the Platform except under a security assessment expressly authorized in writing by Outbidd; or access the Platform through any interface other than those we provide.

‍8.4 Reverse engineering. Reverse engineer, decompile, disassemble, or otherwise attempt to derive or discover the source code, underlying ideas, algorithms, models, model weights, structure, or organization of the Platform, except to the limited extent this restriction is prohibited by applicable law.

‍8.5 Copying and derivative works. Copy, reproduce, modify, translate, or create derivative works of any part of the Platform, its software, its user interfaces, its bid forms and templates, its workflows, or any other Outbidd materials, except for content you are expressly permitted to generate or export in the ordinary use of the Platform.

‍8.6 Competitive use, scraping, and benchmarking. Use the Platform, or any data, output, or materials obtained from it, to build, train, improve, or support a competing or similar product or service; monitor the availability, performance, or functionality of the Platform for competitive purposes; or use any robot, spider, scraper, crawler, data mining tool, or other automated means to access the Platform or to extract, harvest, or download data from it, except through interfaces we expressly provide for that purpose.

‍8.7 Resale and unauthorized sharing. Sell, resell, rent, lease, sublicense, distribute, or otherwise make the Platform available to any third party, or use the Platform on a service bureau basis, except that an Organization may invite Invited Users to participate in its own projects as contemplated by the Platform.

‍8.8 Content integrity. Upload or transmit any content that is unlawful, defamatory, harassing, or that you do not have the right to submit; misrepresent your identity or affiliation; remove or obscure any proprietary notice on the Platform; or submit content that circumvents or manipulates a competitive bidding, RFP, or procurement process in violation of applicable law.

We may investigate suspected violations of this Section 8 and cooperate with law enforcement. Violation of this Section is a material breach of these Terms and may result in immediate suspension or termination under Section 15, in addition to any other remedies available to us.

9. Your Content

9.1 Ownership. As between you and Outbidd, you retain all rights you hold in the data, documents, bids, RFI responses, project information, and other materials you submit to the Platform ("Your Content"). We do not claim ownership of Your Content.

‍9.2 License to Outbidd. You grant Outbidd a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process, and modify Your Content solely as needed to operate, provide, secure, and support the Platform, including making Your Content available to the Organizations, Authorized Users, and Invited Users who are entitled to access the relevant project. This license also permits the de-identified and aggregated uses described in Section 11.

‍9.3 Responsibility for Your Content. You are solely responsible for Your Content and for the accuracy, quality, and legality of what you submit. You represent and warrant that you have all rights necessary to submit Your Content and to grant the license in Section 9.2, and that Your Content does not violate these Terms or any third party right.

‍9.4 Rights between Users. The Platform allows Organizations and Invited Users to exchange content with one another. As between an Organization and an Invited User, the rights, ownership, and confidentiality of content they exchange (for example, a Vendor's bid pricing shared with an Organization) are governed by their own arrangements, such as a nondisclosure agreement or bid instructions. Outbidd does not determine or referee ownership or confidentiality of content as between Users, and Outbidd is not responsible for how one User uses content submitted by another. Each User remains bound by the confidentiality obligations in Section 12 and the Acceptable Use Policy in Section 8.

‍9.5 Feedback. If you provide suggestions, ideas, or other feedback about the Platform, you grant Outbidd a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose without obligation to you.

10. Intellectual Property

The Platform, together with all related software, technology, algorithms, models, designs, templates, forms, workflows, user interfaces, and content (excluding Your Content), and all intellectual property rights in them, are the exclusive property and Confidential Information of Outbidd. These Terms grant you a limited license to use the Platform and do not transfer any ownership. "Outbidd," the Outbidd logo, and other Outbidd marks are the property of Outbidd, and you may not use them without our prior written consent.

11. Data Use, AI, and Model Improvement

11.1 Providing the Platform. We process Your Content to operate and provide the Platform, including sharing it with the Users entitled to access a project and with third party service providers and generative AI or large language model providers engaged to deliver Platform features. Our handling of personal information is described in our Privacy Policy.

‍11.2 De-identified and aggregated use. We may create de-identified and aggregated data derived from Your Content and use it to operate, secure, analyze, and improve the Platform and our other products and services, and for other legitimate business purposes. Before data is used for the model improvement described in Section 11.3, customer names, company identifiers, and specific project names are removed or replaced with generic identifiers, and the data is combined with data from other Users so that outputs do not identify you or your projects.

‍11.3 AI and model improvement. We may use de-identified and aggregated data as described above to train, fine tune, and improve the artificial intelligence and machine learning models that power the Platform's bid analysis, scope gap detection, pricing predictions, and future AI features. Data that may be used for this purpose includes project types and sectors, general project descriptions, geographic locations at the city or state level, bid amounts and cost breakdowns by division, contractor pricing patterns and historical bid data, project square footage, timelines, and scope, and differences between bid amounts and realized costs.

‍11.4 What we will not do. We will not (a) publish or share Your Content in a form that identifies you or a specific project, (b) sell or license your specific, identifiable bid data or project data to third parties, or (c) share your specific, identifiable bid data with your competitors. We do not engage in the "Sale" or "Sharing" of personal information as those terms are defined under the California Consumer Privacy Act.

‍11.5 Requests. If you are an Organization with a Signed Agreement, any data terms negotiated in that Signed Agreement control as to your data. Other Users with questions or requests about the use of their data may contact us at [email protected].

12. Confidentiality

Through the Platform you may receive access to nonpublic information belonging to Outbidd or to other Users, including project details, bid information, documents, and the design and functionality of the Platform itself ("Confidential Information"). You agree to use Confidential Information only as necessary to use the Platform for its intended purpose, to protect it with at least reasonable care, and not to disclose it to any third party or use it for any other purpose, including to gain a competitive advantage or to build a competing product. This obligation does not apply to information that is or becomes public through no fault of yours, that you already lawfully possessed without a duty of confidentiality, or that you independently developed without use of the Confidential Information. You may disclose Confidential Information if required by law, provided you give reasonable prior notice where legally permitted.

13. Third Party Services

The Platform may link to or integrate with third party services and platforms. We do not control and are not responsible for the availability, functionality, content, or terms of any third party service, and your use of any third party service is subject to that provider's own terms. Your decision to use a third party integration is at your own risk.

14. Fees (Organizations Only)

Fees, billing, payment terms, subscription tiers, and renewals for paid access to the Platform are set out in the applicable Order Form and Signed Agreement, or on our website, and apply to Organizations. Invited Users are not charged for the access an Organization grants them for project participation, although features available to Invited Users may change over time. Except as stated in a Signed Agreement or required by law, fees are non-refundable.

15. Suspension and Termination

15.1 By you. An Organization may cancel its subscription as described in its Signed Agreement or account settings. Any User may stop using the Platform at any time.

‍15.2 By us. We may suspend or terminate your access to the Platform, in whole or in part, immediately and without liability, if (a) you materially breach these Terms, including the Acceptable Use Policy; (b) we reasonably believe your use poses a security, legal, or operational risk to the Platform or to other Users; (c) an Organization's subscription ends or fees go unpaid; (d) the Organization that invited you removes your access; or (e) we are required to do so by law. Where practicable and appropriate, we will provide reasonable notice.

‍15.3 Effect. Upon termination, your right to access the Platform ceases. Sections that by their nature should survive termination will survive, including Sections 7, 8, 9.2 through 9.5, 10, 11, 12, and 16 through 20. Retention and deletion of Organization data are governed by the applicable Signed Agreement; for other Users, we will retain or delete data in accordance with our Privacy Policy and applicable law.

16. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," AND OUTBIDD DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. OUTBIDD DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR FREE, OR SECURE, OR THAT ANY OUTPUT WILL BE ACCURATE OR MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION OBTAINED FROM THE PLATFORM CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. OUTBIDD IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY OR ANY OTHER USER.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL OUTBIDD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR LOSS OR DAMAGE OF DATA, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUTBIDD'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE TOTAL AMOUNTS PAID TO OUTBIDD FOR THE PLATFORM DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. BECAUSE INVITED USERS PAY NOTHING FOR THEIR ACCESS TO THE PLATFORM, OUTBIDD'S TOTAL AGGREGATE LIABILITY TO AN INVITED USER WILL BE ZERO. EACH INVITED USER ACKNOWLEDGES AND AGREES THAT IT ACCESSES AND USES THE PLATFORM AT ITS OWN RISK AND AT NO CHARGE, AND THAT THIS ALLOCATION OF RISK IS A CONDITION OF ITS FREE ACCESS.

NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE. THESE LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18. Indemnification

You will defend, indemnify, and hold harmless Outbidd and its officers, directors, employees, and agents from and against any third party claims, losses, damages, liabilities, and reasonable expenses (including reasonable attorneys' fees) arising out of or related to (a) Your Content, (b) your use of the Platform, including your reliance on any Platform output, (c) your violation of these Terms or applicable law, (d) your infringement or misappropriation of any third party right, and (e) as to an Organization, disputes between the Organization and its contractors, Invited Users, or other project stakeholders. We will notify you of the claim, allow you to control the defense (provided any settlement that imposes obligations on us requires our consent), and reasonably cooperate at your expense.

19. Dispute Resolution, Arbitration, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

19.1 Informal resolution. Before starting an arbitration, you agree to try to resolve the dispute informally by contacting us at [email protected] and allowing at least thirty (30) days for good faith resolution.

‍19.2 Binding arbitration. Except for the excluded claims below, any dispute arising out of or relating to these Terms or the Platform will be resolved by final and binding arbitration administered by the American Arbitration Association under its applicable rules. Judgment on the award may be entered in any court of competent jurisdiction.

‍19.3 Class action waiver. You and Outbidd agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

‍19.4 Excluded claims. Either party may bring an individual claim in small claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information.

‍19.5 Governing law and venue. These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. To the extent a dispute is not subject to arbitration, it will be brought exclusively in the state or federal courts located in Delaware, and you consent to their jurisdiction.

20. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice, for example by email or through the Platform, before the changes take effect. For material changes, we may require you to accept the updated Terms before continuing to use the Platform. Your continued use of the Platform after the changes take effect constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Platform.

21. General Provisions

21.1 Entire agreement. These Terms, together with the Privacy Policy and any applicable Signed Agreement, are the entire agreement between you and Outbidd regarding the Platform and supersede any prior understandings on that subject.

‍21.2 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or otherwise by operation of law.

‍21.3 Severability. If any provision is found unenforceable, it will be limited or removed to the minimum extent necessary, and the remaining provisions will stay in effect.

‍21.4 No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

‍21.5 Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control.

‍21.6 Independent parties. You and Outbidd are independent parties. These Terms do not create any partnership, agency, joint venture, or employment relationship.

‍21.7 Notices. We may provide notices to you by email or through the Platform. You may send notices to us at [email protected]. Notices relating to breach or termination directed to you may also be sent to the contact information associated with your account.

22. CONTACT INFORMATION

Questions about these Terms may be directed to:

Outbidd Inc.
Email: [email protected]
‍Legal notices: [email protected]

By clicking "I Agree" or by accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.