These Terms of Service ("Terms") govern your access to and use of the Bidaya AI platform and related services (collectively, the "Service") operated by Bidaya Technologies, Inc. ("Bidaya," "we," "us").

By subscribing to or using the Service, you agree to these Terms on behalf of the organization you represent ("Customer," "you"). If you do not agree, do not use the Service.

1. The Service

Bidaya provides an AI-powered platform that includes tools for opportunity discovery, proposal development, knowledge management, and related workflow automation. The Service is delivered via web-based applications and integrated tools.

Bidaya serves multiple firms across various industries. Each Customer's data is stored and processed in a separate, isolated environment in accordance with Section 3. No Customer's data is ever accessible to or shared with another Customer.

We may update or improve the Service from time to time. We will make reasonable efforts to notify you of material changes that affect your use, and no update will result in a material reduction of core functionality. The Service may experience occasional downtime for maintenance or reasons beyond our control. Service availability commitments, if applicable, are set out in your Order Form.

2. Subscriptions & Payment

Subscription terms. Your subscription is governed by the pricing, term, and payment method agreed upon at the time of purchase — whether through our online checkout, an Order Form, or a Master Services Agreement. In the event of a conflict between those documents and these Terms, the more specific document controls.

Billing. Fees are billed in advance on a recurring basis (monthly or annually, as applicable). All fees are in the currency specified at the time of purchase. Fees are exclusive of applicable taxes, which are the Customer's responsibility.

Trial period. If your subscription includes a trial or pilot period, you may cancel during that period for a full refund. At the end of the trial period, your subscription will automatically convert to a recurring paid subscription at the agreed-upon rate unless you cancel before the trial period ends.

Auto-renewal. After the trial period (if applicable), your subscription will automatically renew at the end of each billing cycle (monthly or annually, as applicable) and you will be charged the applicable fee unless you cancel before the next billing date. Fees are non-refundable once a billing period has begun, unless otherwise specified in your Order Form. For cancellation mechanics, see Section 9.

Price changes. We may adjust pricing for future renewal periods with at least 30 days' written notice.

3. Your Data

Ownership. You retain all rights to the content you upload to Bidaya ("Customer Data"). We do not claim any ownership of your data. We use Customer Data solely to provide the Service to you.

Confidentiality. We treat all Customer Data as confidential. Your data is stored separately from other customers and is never accessible to other firms using the platform.

No AI training. We do not use Customer Data to train AI models — ours or those of our third-party AI providers. We maintain contractual commitments with our AI providers to enforce this.

Subprocessors. We use third-party service providers to help deliver the Service (e.g., cloud hosting, AI processing). A current list of subprocessors is available upon request.

Data hosting. Customer Data is hosted on cloud infrastructure located in North America. We implement industry-standard security measures to protect your data, including encryption in transit and at rest.

Data Processing Addendum. A Data Processing Addendum (DPA) is available upon request for customers who require one under applicable privacy legislation.

Data portability. Upon written request made within 30 days of termination, we will provide you with an export of your Customer Data in a standard electronic format.

Deletion. Following the 30-day data extraction period after termination, we will delete your Customer Data in accordance with our data retention policies, unless applicable law requires us to retain it.

4. Acceptable Use

You agree not to:

• Share your account credentials with unauthorized parties

• Use the Service for any unlawful purpose

• Attempt to reverse-engineer, decompile, or extract source code from the Service

• Interfere with or disrupt the integrity or performance of the Service

• Upload content that infringes third-party intellectual property rights

• Use or access the Service for competitive analysis or development of a competing product

We may suspend access if we reasonably believe you are in violation of these terms, and will use reasonable efforts to notify you promptly.

5. Intellectual Property

Our IP. Bidaya owns all rights to the Service, including software, design, trademarks, and documentation. Your subscription grants you a non-exclusive, non-transferable license to use the Service during your subscription term.

Your IP. You own your Customer Data and any proposals or documents you create using the Service. AI-generated content produced by the Service using your data is yours to use without restriction.

6. Indemnification

Customer indemnity. You agree to defend, indemnify, and hold Bidaya harmless from any third-party claims arising from: (a) a claim that Customer Data infringes any intellectual property or other right of a third party; or (b) your gross negligence or willful misconduct in connection with the Service.

Conditions. The indemnified party must promptly notify the indemnifying party of any claim and give the indemnifying party reasonable control over the defense.

7. Limitation of Liability

Cap. To the maximum extent permitted by law, Bidaya's total aggregate liability for all claims arising out of or related to these Terms will not exceed the fees paid by you in the 12 months preceding the claim.

Super-cap. For claims arising from a breach of Section 3 (Your Data) obligations regarding confidentiality and data handling, or from gross negligence or willful misconduct, Bidaya's total aggregate liability will not exceed three times (3×) the fees paid by you in the 12 months preceding the claim.

Exclusions. In no event will either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, or business opportunity, regardless of cause of action or theory of liability.

8. Disclaimer

The Service is provided "as is" and "as available." We make no warranties, express or implied, regarding the Service, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

AI-generated content serves as a starting point and should be reviewed and refined by your team before submission. Bidaya does not guarantee the accuracy or completeness of AI-generated output.

9. Term & Termination

Term. These Terms are effective as long as you have an active subscription.

Cancellation. You may cancel your subscription at any time by contacting us at hello@bidaya.ai. Cancellation is effective upon written confirmation from Bidaya. Once confirmed, cancellation takes effect at the end of your current billing period — you will retain access to the Service until then. To avoid being charged for the next billing cycle, submit your cancellation request before your renewal date. Additional cancellation terms, including any applicable early termination fees for committed-term plans, may be set out in your Order Form or Master Services Agreement.

Effect of termination. Upon termination, your access to the Service will cease and all licenses granted herein will terminate. We will handle your data in accordance with Section 3. Sections 3, 5, 6, 7, 8, and 10 survive termination.

10. General

Governing law. These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Dispute resolution. Any disputes will be resolved through good-faith negotiation. If unresolved within 30 days, either party may pursue binding arbitration in Calgary, Alberta.

Force majeure. Neither party is liable for delays or failures in performance caused by circumstances beyond its reasonable control, including acts of God, labor disputes, power failures, Internet connectivity issues, or government actions. This does not excuse the payment of fees.

Customer reference. You agree that Bidaya may use your name and logo in listings of current customers. Use in any other marketing materials requires your prior written approval. You may withdraw this consent at any time by notifying us in writing.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.

Changes to these Terms. We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Service with reasonable advance notice before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance. If you do not agree with the updated Terms, you may cancel your subscription in accordance with Section 9.

Entire agreement. These Terms, together with any applicable Order Form or Master Services Agreement, constitute the entire agreement between you and Bidaya regarding the Service.

Severability. If any provision is found unenforceable, it will be enforced to the maximum extent permissible and the remainder will continue in full force.

Contact. Questions about these Terms? Reach us at hello@bidaya.ai.