Terms of Service

1. Scope of Services and Content

1.1 Services

The Site provides informational content, marketing pages, and contact forms. The Platform provides tools that help entities discover, evaluate, collaborate on, and apply for government contracting opportunities. The Platform is offered in a tiered model.

1.2 Content

The Site and Platform, including any text, audio, video, graphics, charts, photographs, interfaces, icons, software, algorithm, computer code, data, trademarks, logos, slogans, documentation, other components and content, and the design, selection, and arrangement of content, and all intellectual property rights in the foregoing (collectively, the "Content") are exclusively the property of GovChime or, as applicable, its vendors or licensors. Except for the rights expressly granted to you herein, GovChime reserves all other rights in and to the Site, Platform, and Content, including all Intellectual Property Rights.

1.3 Customer Data

"Customer Data" means data, files, documents, records, metadata, and other materials that you or your organization upload to or otherwise submit through the Services (including capability statements, past performance, opportunity selections, comments, and communications) excluding any Feedback (defined below). As between you and GovChime, you retain ownership of Customer Data.

2. Accounts and Registration

2.1 Registration and Customer Responsibility

To access and use certain areas or features of the Platform, you will need to register for an account. By creating an account, you agree to (a) provide accurate, current and complete account information, including company details like the UEI number, (b) maintain and promptly update, as necessary, your account information, (c) maintain the security of your account credentials, (d) be responsible for the acts or omissions of any third party who accesses or uses the Platform through your account credentials, and (e) immediately notify us if you discover or otherwise suspect any security breaches related to the Platform or your account.

2.2 Termination of your Account

You further understand and agree that we may take actions we deem reasonably necessary to prevent, respond to, pursue or remedy suspected or actual fraud and abuse, including without limitation, termination or suspension of your account. We may terminate or suspend your account for any reason.

3. Subscriptions and Billing

3.1 Subscriptions

If you purchase a recurring subscription to on the Platform ("Subscriptions"), the Subscription will be continuous for the subscription period you select and will automatically renew for another subscription period of the same period until canceled. You authorize GovChime to automatically charge your designated payment method at the beginning of each subscription period for the then-current price of your Subscription, along with any applicable taxes and fees specified, unless you cancel your Subscription in accordance with Section 3.2. If we are not able to charge your payment method for your Subscription, you remain responsible for any uncollected amounts.

3.2 Cancellation

You must cancel your Subscription before the end of your current subscription period to avoid being charged for the next subscription period. You may cancel your Subscription by logging into your account under "Account Settings" on the Platform. If you cancel, you are not entitled to a refund for the fees you already paid, but, subject to these Terms, you will continue to receive access to the Platform until the end of your current Subscription period.

3.3 Changes

We may make changes to your Subscription, including price changes. We will communicate material changes to your Subscription, including any changes to the price, in advance to the email address associated with your account. If you do not agree to those changes, you can cancel your Subscription as described in Section 3.2.

3.4 Promotional Offers Converting to Subscriptions

You may be offered a promotional offer in connection with a Subscription, such as a trial period or initial discount (each a "Promotional Offer"). Additional terms specific to each Promotional Offer we offer will be as described in the particular offer ("Offer Terms"). You must meet all eligibility requirements stated in these Terms and the Offer Terms to enroll in a Promotional Offer. Unless stated otherwise in the Offer Terms, Promotional Offers are only for new customers who have not previously subscribed to a Subscription or enrolled in a Promotional Offer. GovChime reserves the right, in its discretion, to determine your Promotional Offer eligibility, and to modify or cancel a Promotional Offer at any time.

You may be asked to provide a valid payment method accepted by us to enroll in a Promotional Offer unless otherwise stated in the Offer Terms. Once your promotional period ends, you authorize GovChime to begin billing your designated payment method on a recurring basis at the then-current price for the relevant subscription plus any applicable taxes unless it is cancelled in accordance with Section 3.2 at least 24 hours prior to the end of the applicable promotional period.

3.5 Selection of Tier

Subscriptions require a selection of a service tier. The tiers provide differing access to building resources, information, and tools. GovChime may, from time to time add, remove, or rename tiers or features without prior notice to you. Any material changes will apply upon renewal unless stated otherwise.

3.6 Email Communications

By providing your email to us through the Services, you consent to receive emails from us, including marketing and promotional emails as well as operational or transactional messages (e.g., updates related to your inquiries and other interactions with the Services). You may opt out of marketing and promotional emails at any time by changing the settings on the workspace on your account or by contacting us with the email below. After you opt out, you may continue to receive non-marketing emails (such as transactional or service-related communications) to the extent permitted by law. We will process opt-out requests within a reasonable period of time. You are responsible for keeping your contact information, including your email address, current.

4. Your License and Acceptable Use

4.1 License to You

Subject to these Terms, GovChime grants you a limited, non-exclusive, revocable, non-transferable, and non-sub-licensable license to access and use the Services and Content for their intended purposes (and if applicable, in accordance with your selected tier). You shall not disclose, release, distribute, or deliver any information downloaded or obtained from the Platform, or any portion thereof, or use the Platform for the provision of any data services to any third party or any other resale or sharing of the data obtained from the Platform. Except as expressly allowed in these terms, you shall not use data obtained from the Platform for the benefit or communication to any third party and shall not incorporate data obtained from the Platform into any materials or service made available to any third party.

4.2 License to GovChime

You grant GovChime a worldwide, nonexclusive license to host, copy, display, transmit, and process Customer Data to (a) provide, secure, and improve the Services; (b) to prevent fraud/abuse; (c) to comply with law; and (d) to provide support. We do not claim ownership of your Customer Data. You represent and warrant that you own or otherwise has obtained all rights necessary to provide all Customer Data and other materials you make available to us under this Agreement or in connection with its use of the Services, and to allow us to use Customer Data and other materials to perform its rights and obligations under this Agreement.

4.3 Prohibited Uses

• You will not copy, duplicate, sell, publish, post, license, rent, distribute, modify, translate, adapt, reverse-engineer, or create derivative works of the Services or Content without GovChime's prior written consent.
• You will not access, or attempt to access, features outside your Subscription plan or circumvent any usage limits, share credentials, or create multiple accounts to avoid fees or limits.
• You will not use the Services for unlawful purposes.
• You will not submit inaccurate, incomplete, or out-of-date information via the Services, commit fraud or falsify information in connection with your use of the Services. You must keep your account and organization information accurate and current.
• You will not engage in data mining or similar data gathering or extraction activities from the Services. You will not use the Services to harvest email addresses, names, or other information of the users of the Services or to spam other users of the Services.
• You will not access, use, or copy any portion of the Services or Content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.
• You will not use the Services to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses, worms, Trojan horses, malware, ransomware, adware, or other harmful computer code that may disable, damage, impair, or otherwise interfere with the Services, the servers used to make the Services available, or any other network, computers, hardware, software or systems.
• You will not engage in activities that aim to render the Services inoperable or to make their use more difficult.
• You may not frame, mirror, or circumvent the navigational structure of any part of the Services.
• You may not upload, distribute, transmit, or post anything to or through the Services that: (i) is fraudulent, libelous, obscene, pornographic, indecent, violent, offensive, hate speech, harassing, threatening, defamatory, harms another person, or the like; (ii) invades the privacy of another or includes the confidential or proprietary information of another; or (iii) is protected by intellectual property rights without the express prior written consent of the owner of such intellectual property rights.
• You may not upload or disclose Platform data or outputs to any external artificial intelligence or machine-learning tool or service for the purposes of training, fine-tuning or improving models to create products or services for commercial sale.
• You may not engage in any conduct while using the Services that GovChime considers inappropriate, unauthorized, or contrary to the intended purpose of the Services.

4.4 Usage Data

GovChime may collect, generate and store information and data from your use of the Platform and Services ("Usage Data"). For the avoidance of doubt, Usage Data shall not be considered Customer Data, and between the parties, GovChime shall be the sole and exclusive owner of all right, title and interest in and to the Usage Data. GovChime may use Usage Data for its legitimate business purposes, including but not limited: (a) to track use of Site and Platform; (b) to provide support for Platform; (c) to monitor the performance and stability of the Site and Platform; (d) to prevent or address technical issues with the Site and Platform; (e) to improve the Site and Platform, its other products and services, and to develop new products and services; and (f) for all other lawful business practices, such as analytics, benchmarking, and reports. You will not interfere with the collection or use of Usage Data.

5. AI Features and No Professional Advice

5.1 AI Features

Our Services may utilize AI features to (a) surface and recommend government contracting opportunities for which your organization may be a fit, and (b) generate drafts, suggestions, or summaries to help you prepare applications and related materials. You are solely responsible for (i) validating the relevance, eligibility, and compliance of any recommended opportunity, and (ii) reviewing, verifying, editing, and approving all AI-generated content. The AI features may produce incorrect, incomplete, or outdated information. Do not rely on opportunity recommendations or submit AI outputs to any government agency without human review for accuracy, compliance, and completeness. We make no representations and warranties about the output of the AI features.

5.2 Recommendations and Data Sources

Any matching recommendations made by our Services are based on information you provide (e.g., capability statements, NAICS/UEI, past performance, etc.) and on data from public procurement records and third-party providers. Such data may be incomplete, delayed, or inaccurate and may change without notice. You must confirm all opportunity details, eligibility, and submission requirements with the soliciting agency.

5.3 No Professional Advice

Content provided by the Services and AI outputs are for general informational purposes only and do not constitute legal, compliance, procurement, or other professional advice. No outcome is guaranteed, including eligibility, responsiveness, or award of any contract.

5.4 Inputs and Outputs

As between you and GovChime, you retain ownership of your Customer Data and other content input into the Platform and resulting outputs to the extent permitted by law. You grant GovChime a license to process inputs for our legitimate business purposes, including but not limited to providing, maintaining, securing, and improving the Services. GovChime and its licensors retain all right, title and interest in and to all Intellectual Property Right in the models, algorithms, and underlying technologies.

5.5 Additional AI-Specific Use Restrictions

You will not use AI features to: (a) create or disseminate unlawful, infringing, defamatory, or deceptive content; (b) disclose another party's confidential information; (c) generate content purporting to be official government communications; (d) submit outputs without human review; (e) train, fine-tune, or improve models; or (f) benchmark, publish, or publicly compare AI performance without our prior written consent.

6. Intellectual Property

6.1 Use of Marks

GovChime owns certain trademarks, names, logos, insignia, or service marks ("Marks"). You do not have the right to use any Marks except as expressly agreed to in writing by GovChime. In addition, the Services may contain third-party marks and third-party copyrighted materials, which are the property of their respective owners. Nothing in these Terms grants to you any rights in or to those third-party marks or materials without such third-party's consent.

6.2 Intellectual Property Rights

You acknowledge that, as between you and GovChime, GovChime owns all right, title and interest in, including all Intellectual Property Rights in and to the Services and Content. "Intellectual Property Rights", as used throughout this Agreement, means all patent rights (including issued patents, patent applications, and disclosures), know-how, techniques, inventions, rights of priority), copyright rights (including rights in audiovisual works), mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights (including logos, slogans, domain names, and trade names), goodwill, trade secret rights, rights in data, databases, and lists, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction. You agree not to remove or modify any notices of Intellectual Property Rights or other proprietary rights that appear on, in or with the Platform or the Site.

6.3 Feedback and Other Content Submitted by You

If you submit comments or feedback to us regarding the Services or its Content, or any other comments, questions, requests, content or information that is not personal information ("Feedback"), we may use any comments and feedback that you send us in our discretion and without attribution or compensation to you.

7. Payment Terms

7.1 Payment

The initial fees shall be paid in connection with creation of your account and the selection of your tier (the "Commencement Date") and at the beginning of each subscription period at the then-current Subscription fees. If we are unable to charge your designated payment method and your payment is past-due, they may incur a late charge subject to applicable law. GovChime may also terminate or suspend your Account and access to the Platform for non-payment. If GovChime is required to take legal action to collect any overdue amount, you shall pay reasonable costs of collection, including reasonable attorney fees.

7.2 Taxes

All fees paid by you to GovChime hereunder shall be exclusive of all excise and customs duties, costs, expenses, and other similar taxes imposed by any governmental authority relating to the export of the Platform, and all withholding taxes that may be required, all of which taxes shall be paid by you. All fees paid by you to GovChime hereunder shall be exclusive of all sales, goods and services, use and other similar taxes imposed by any governmental authority concerning the use of the Platform in accordance with this Agreement, all of which taxes shall be paid by you.

8. Term; Termination

8.1 Term

This Agreement will become effective upon your acceptance of the Agreement and will remain in effect unless and until terminated as set forth herein.

8.2 Termination

In addition to any other termination and suspension rights either party may have subject to this Agreement, GovChime may terminate this Agreement in its sole discretion, at any time, without explanation, upon written notice to you. If either party terminates this Agreement, you will not receive a refund of any fees paid. In the event either party terminates this Agreement, your right to use the Platform is automatically revoked, and your account will be closed. If your account is temporarily or permanently closed, you may not use the Platform under the same account or a different account or re-register under a new account without our prior written consent.

8.3 Account Data on Closure

Except as otherwise required by law, if your account is closed for any reason, you will no longer have access to Customer Data and other material you keep on the Platform and any closure of your account may involve deletion of any saved searches or filters, well listings or other content stored in your account for which GovChime will have no liability whatsoever. You agree that GovChime, in its sole discretion and as permitted or required by law, may retain some or all of Customer Data.

8.4 Survival

After this Agreement terminates or expires, the terms of this Agreement that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, protecting Intellectual Property Rights, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates and shall survive termination or expiration of this Agreement. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release either party from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

9. DISCLAIMER OF WARRANTY

10. LIMITATION OF LIABILITY AND INDEMNIFICATION

10.1 LIMITATION OF LIABILITY

10.2 Indemnification

You agree to indemnify, defend, and hold the GovChime Parties harmless from any and all claims, demands, losses, liabilities, and expenses (including but not limited to attorneys' fees) asserted by you or any third party, arising out of or relating to: (a) your use or misuse of the Platform or Services; (b) your Customer Data uploaded to the Platform and/or Services and any output generated by your Customer Data or other input provided by you to the Platform and/or Services; (c) your breach or violation of any of this Agreement, applicable law, rule or regulation; and (d) your violation of the rights of any third party, including but not limited to any third party's intellectual property rights or privacy rights.

11. Dispute Resolution

11.1 Informal Dispute Resolution

Except in connection with any injunctive action to protect our Intellectual Property Rights or confidential information, before serving a demand for arbitration of a dispute, the parties agree to first notify each other of a dispute in reasonable detail and in writing. The parties then will seek informal voluntary resolution of the dispute. Any dispute notice must include a brief description of the dispute and contact information, so that the receiving party may evaluate the dispute and attempt to informally resolve the dispute. The parties will have sixty (60) days from the date of the receipt of the dispute notice to informally resolve the dispute, which, if successful, will avoid the need for further action. If the dispute is not resolved within the sixty (60) days from the date of dispute notice, then the party making the dispute notice may filed a demand for arbitration in accordance with the terms of this Agreement.

11.2 Arbitration

In the event the parties are unable to resolve a dispute within sixty (60) days of the receipt of the applicable dispute notice, the parties agree to resolve the dispute by final and binding arbitration before an arbitrator from JAMS. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator. Except as otherwise provided herein, arbitration will be conducted in Los Angeles County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures' Optional Expedited Arbitration Procedures then in effect. To the extent there is any conflict between the Federal Arbitration Act and any applicable JAMS rules, the JAMS rules shall apply. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person. The parties will follow the applicable JAMS rules with respect to arbitration fees. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. Each party hereto shall be responsible for and shall pay for their own costs and attorney's fees. Notwithstanding the foregoing, if either party brings any action or proceeding, subsequent to the execution of this Agreement, to interpret or enforce any provision hereof, the prevailing party shall be entitled to reasonable fees and costs, including attorney's fees.

11.3 Class and Collective Waiver

BOTH YOU AND GOVCHIME AGREE TO BRING ANY DISPUTE IN ARBITRATION ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS OR COLLECTIVE BASIS ON BEHALF OF OTHERS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD OR ARBITRATED AS A CLASS OR COLLECTIVE ACTION, OR AS A MEMBER IN ANY SUCH CLASS OR COLLECTIVE PROCEEDING.

11.4 Right to Opt Out of the Arbitration Provision

You may opt out of this Section 11 by notifying us in writing within thirty (30) days of the date you first registered for the Platform. To opt out, you must send a written notification to GovChime at 9663 Santa Monica Blvd #745 Beverly Hills, CA 90210, that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the arbitration language. Alternatively, you may send this written notification to admin@govchime.com. Opting out of the arbitration language will not affect any other terms of this Section 11. If you do not opt out as provided in this Section 11.4, you hereby agree to this Section 11. You have the right to consult with counsel of your choice concerning this Agreement and this Section 11.

12. Miscellaneous

12.1 Compliance with Laws

In connection with your access to and use of the Services, you are responsible for complying, and represent and warranty that your use of the Services comply with all applicable laws, regulations, and rules of all relevant jurisdictions, including all applicable rules regarding online conduct.

12.2 Third-Party Websites and Content

The Services may link to, or be linked to, websites not maintained or controlled by GovChime. Those links are provided as a convenience to the users of our Services. GovChime is not responsible for examining or evaluating the content or accuracy of third-party websites linked on our Services. GovChime does not warrant or endorse any third-party website or any products or services made available through those websites. When leaving the Services, it is the terms and privacy notice of that third party that govern your use of the third-party site (and such third-party's use of your personal information), not these Terms.

The Services may also contain certain third-party content. We provide third-party content for your convenience, not as an endorsement. The presence of third-party content does not mean that GovChime has reviewed the third-party content or that there is any association between GovChime and any third party. You access third-party content at your sole risk. GovChime has no responsibility for any third-party content. Nothing in these Terms grants you any rights to any third-party content.

12.3 Use in the United States

The Services are intended for use in the United States only. We do not guarantee that use of the Services will be available or permitted in any location other than the United States. If you choose to access the Services from a location other than the United States, you do so at your own risk.

12.4 Assignment

GovChime may assign or transfer this Agreement and the rights hereunder at any time without notice or consent. You shall not assign this Agreement or your rights hereunder without our prior written consent.

12.5 Entire Agreement

This Agreement constitutes the entire agreement between you and GovChime with respect to the subject matter hereof and supersedes any prior agreements.

12.6 Governing Law

This Agreement shall be governed by the laws of the State of California, without giving effect to any choice of law principles.

12.7 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

12.8 Waiver

The failure of GovChime to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

12.9 Contact Information

If you have any questions about these Terms, please contact us at admin@govchime.com.