Terms of Use

These Terms of Use (the "Terms") form a binding agreement between MNGC Group, Inc., a U.S. corporation ("MNGC", "we", "us", or "our"), and the entity or individual identified during account creation (the "Customer", "you", or "your"). They govern your access to and use of the FedBD platform and all related services (collectively, the "Service"), including any web application, API, autonomous agent, AI feature, or content made available at fedbd.ai or any successor domain. By creating an account, clicking "I agree", accessing the Service, or using any feature of the Service, you represent that you have read, understood, and accepted these Terms in full and have authority to bind the Customer.

1. Acceptance and Eligibility

• You must be at least 18 years of age and competent to enter into a binding contract.
• You represent that all information provided during account creation is accurate, current, and complete, and you will keep it updated.
• If you accept these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization, and references to "you" mean both you and that organization.
• The Service is offered for business-to-business use only. It is not intended for personal, household, or consumer purposes.
• You may not access the Service if you are barred from doing so under U.S. law or the laws of your jurisdiction, including without limitation U.S. export control or sanctions laws.

2. Definitions

3. The Service

Subject to your timely payment of all fees and your continued compliance with these Terms, MNGC grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right during the term of your Subscription to access and use the Service for your internal business purposes. We reserve all rights not expressly granted. The Service is offered on a software-as-a-service basis. We may, at any time and at our sole discretion, modify, add, suspend, or remove features, modules, models, integrations, or parameters of the Service, including features previously listed in pricing tiers, without prior notice.

4. Accounts, Roles, and Authorized Users

• You are responsible for all activity that occurs under your account and under the accounts of every Authorized User you provision, regardless of whether you authorized that activity.
• You must safeguard credentials, enforce strong passwords, and notify us promptly at info@fedbd.ai of any suspected unauthorized access. You remain liable for losses incurred prior to such notification.
• Roles are enforced server-side, but you are solely responsible for assigning Roles appropriate to each Authorized User's scope and for revoking access promptly upon role change or separation.
• Inviting a Consultancy or Client to collaborate (via the org-level invitation flow) constitutes your authorization for the invited organization to view, edit, and act on the pursuits within the inviting organization's scope, in accordance with the Service's data-sharing model. You are responsible for vetting any party you invite.
• MNGC retains a Super Admin role over the platform for operational, security, and support purposes (see Privacy Policy).

5. Subscription Plans, Billing, and Auto-Renewal

• Payments processed by Stripe. All payments are processed by Stripe, Inc. ("Stripe") on our behalf. By entering payment information you also accept Stripe's applicable terms. We do not store full card numbers or CVCs.
• Auto-renewal. Subscriptions automatically renew at the end of each billing cycle (monthly or annual, as elected) at the then-current published rate for your tier unless cancelled at least one (1) day before the renewal date through the in-app Billing settings.
• Plan changes / proration. Upgrades take effect immediately and may be prorated. Downgrades take effect at the next renewal; no partial-period refunds are issued.
• No refunds. Except where required by applicable mandatory law, all subscription fees are non-refundable, including for partial use, unused features, dissatisfaction, or termination prior to the end of the paid term.
• Failed payments. If a payment fails, we may suspend the Service immediately. Continued non-payment for more than ten (10) days will result in account termination and potential data deletion subject to Section 18.
• Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, value-added, withholding, or similar taxes imposed by any taxing authority, except taxes based on MNGC's net income.
• Promotional codes. Coupons such as "FOUNDER20" or "Founding Member" pricing are at MNGC's sole discretion, may be revoked or modified at any time, and apply only as expressly stated. Promotional rates do not survive material plan changes unless we expressly say so.

6. Feature-Pegged Dynamic Pricing

FedBD operates a dynamic pricing model under which the effective price of subscription tiers is automatically adjusted as features are released or retired. You acknowledge and agree that:

• Published prices represent the price applicable to new sign-ups at the moment they subscribe.
• Existing subscribers retain the rate locked in at the time of their last subscribe, upgrade, or renewal event, until the next such event occurs.
• Toggling features by MNGC may raise or lower the price visible to new sign-ups without prior notice. We are under no obligation to grandfather, retroactively credit, or rebate prior payers.
• If you do not agree with a price change, your sole remedy is to cancel before your next renewal.

7. AI Credits (Prepaid Wallet)

• AI Credits are a prepaid balance used to fund AI Outputs that consume third-party LLM resources. Subscriptions do not automatically include unlimited AI Output usage.
• Credits are denominated in U.S. cents and consumed per call based on the model and token count of each request and response, plus a service margin.
• Non-refundable, non-transferable. Purchased AI Credits are non-refundable, non-redeemable for cash, and non-transferable between organizations or accounts.
• Expiry. Unused AI Credits may expire on account termination, subscription cancellation, or after twenty-four (24) months of inactivity, whichever is earliest.
• Grace period. When your balance hits zero, the Service may grant a short grace window during which AI features remain available; once the grace expires, AI features are paused until the wallet is topped up.
• Auto-recharge. If you enable auto-recharge, you authorize MNGC to charge your stored payment method, via Stripe, for the configured top-up amount whenever your balance falls below the configured threshold, until you disable the feature.
• Estimates only. Pre-call cost estimates and post-call deductions are best-effort. Actual third-party provider costs may vary; the deducted amount is final and conclusive absent manifest error.

8. Bring Your Own Model (BYOM)

• If you enable BYOM, you supply your own API key for a third-party LLM provider (e.g., Anthropic, Google, OpenAI) and the Service will use it to perform AI Outputs on your behalf.
• You represent and warrant that you have all rights and authorizations necessary to provide such key and that your use of the third-party provider complies with that provider's terms.
• When BYOM is active, you are the contractual customer of the third-party provider for those calls. MNGC is not responsible for, and has no control over, the third-party provider's pricing, availability, errors, content policies, or terms.
• BYOM keys are encrypted at rest using a symmetric key managed by MNGC. While we apply reasonable security measures, you remain responsible for the secrecy and rotation of any key you submit.
• You authorize MNGC to perform a one-time validation call to your provider when you save a key, in order to verify the key works.
• You may revoke a BYOM key at any time by removing it from settings. We have no obligation to notify the third-party provider on your behalf.

9. Trial Access

• Trial accounts (default: fourteen (14) days, configurable in our discretion) are provided AS IS, with no warranties, no SLA, and no support commitments.
• Trial AI Credits, if granted, are promotional, non-refundable, and may be revoked at any time without notice.
• Trial accounts may be capped, throttled, suspended, or terminated at MNGC's sole discretion.
• At trial expiration, the Service may automatically transition to a read-only or paused state. To regain full access you must subscribe.

10. SAM.gov Sentinel

• Sentinel is an autonomous scouting feature that, when enabled, periodically queries publicly available data sources, including SAM.gov, on your behalf and surfaces opportunities matching your configured criteria.
• You are solely responsible for ensuring that your use of SAM.gov data complies with the U.S. General Services Administration's terms of use and any applicable rate limits, attribution requirements, or restrictions on derivative use.
• If you provide a SAM.gov API key, the BYOM provisions of Section 8 apply by analogy.
• The Service may impose internal stop-loss thresholds (e.g., a daily call cap) at MNGC's sole discretion to protect your quota and ours. We are not liable for opportunities missed as a result of any cap, throttle, outage, or upstream change in the SAM.gov API.
• Sentinel results are AI Outputs and are subject to Section 12.

11. Customer Data and Customer Responsibilities

• Ownership. As between you and MNGC, you retain all right, title, and interest in and to your Customer Data. You grant MNGC a worldwide, non-exclusive, royalty-free license, during the term of your Subscription and for a reasonable wind-down period thereafter, to host, process, transmit, display, and create derivative works of your Customer Data solely as needed to provide the Service to you and to comply with law.
• Aggregated and anonymized data. MNGC may compile aggregated, de-identified, and anonymized statistics about platform usage and AI performance and use them for any lawful purpose, including improving the Service. Such data does not identify you or your Authorized Users.
• Backups. You are solely responsible for maintaining your own backups of all Customer Data. The Service is not a backup or archival system and we make no warranty regarding the durability of any data or output.
• Compliance. You are solely responsible for ensuring that your Customer Data and your use of the Service comply with all applicable laws, regulations, government solicitation terms, federal acquisition regulations (FAR), agency-specific supplements, and licensing obligations.
• Restricted content. You will not upload, submit, or transmit through the Service: (a) classified national security information; (b) information subject to ITAR, EAR, or other export controls without contacting us in advance; (c) protected health information governed by HIPAA, unless we have signed a Business Associate Agreement with you; (d) payment card data outside Stripe's payment flows; (e) personal data of children under 16; or (f) any data the disclosure or processing of which is prohibited by law or contract. We have no obligation to monitor for, but may at any time refuse, remove, or quarantine, any content that violates this section.
• Federal contractor warranty. If you are a U.S. federal contractor or subcontractor, you represent that nothing in your use of the Service violates any applicable Organizational Conflict of Interest, Procurement Integrity Act, or non-disclosure obligation owed to a contracting agency or prime.

12. AI Outputs — Disclaimer and Customer Verification

• AI Outputs are not legal, financial, procurement, contracting, regulatory, or compliance advice; not a prediction of award; not a binding determination of compliance; and not a substitute for review by a qualified human professional.
• The Service's scoring methodologies are heuristics that combine deterministic rules with stochastic LLM behavior. We make no representation or warranty as to accuracy, calibration, fitness for a particular purpose, or correlation with actual procurement outcomes.
• You will independently verify every AI Output before relying upon it for any decision, submission, or representation. You assume full responsibility for any decision made on the basis of an AI Output.
• AI Outputs may "hallucinate" — i.e., produce content that is fabricated, irrelevant, or incorrect. Verification is your obligation.
• AI Outputs may incorporate or reflect biases present in the underlying training data of the third-party LLM providers. We do not control such training and disclaim any responsibility for resulting bias.
• You are solely responsible for the proposal you submit, the data you certify, and the regulatory positions you take. MNGC has no liability arising from any AI Output that is acted upon without independent verification.

13. Acceptable Use Policy

You will not, and will not permit any Authorized User or third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, weights, or trade secrets from the Service;
• Scrape, crawl, harvest, or use any non-API automated method to extract data from the Service;
• Use the Service to develop, train, or improve a competing product, service, model, or dataset;
• Resell, sublicense, lease, share, or grant access to the Service to any party other than your Authorized Users;
• Bypass any access control, rate limit, AI Credit gate, feature flag, role check, or audit log;
• Use the Service to send spam, malware, or any unlawful, defamatory, infringing, harassing, or harmful content;
• Use the Service in a manner that interferes with, degrades, or compromises the integrity, performance, or security of the Service or any other customer's use of it;
• Misrepresent your identity, role, organization, or affiliation;
• Use the Service to facilitate any violation of the Procurement Integrity Act, the FAR, or any agency-specific procurement rule;
• Submit AI Outputs or Service-generated content in any government proposal or certification without performing independent human verification of accuracy and compliance.

We may investigate, suspend, or terminate accounts that violate this Section, with or without notice, and we reserve the right to cooperate with any law-enforcement inquiry.

14. Intellectual Property

• The Service, including all software, models (other than third-party LLMs), heuristics, scoring algorithms, datasets we curate, documentation, user interface, trademarks, and trade dress, is and remains the exclusive property of MNGC and its licensors. All rights are reserved.
• You may not remove, alter, or obscure any proprietary notice on the Service.
• Feedback license. If you submit suggestions, feedback, ideas, or recommendations regarding the Service, you grant MNGC a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate such feedback for any purpose, with no obligation of compensation, attribution, or confidentiality.
• Nothing in these Terms transfers any ownership in MNGC's pre-existing IP to you.

15. Confidentiality

Each party may receive confidential information of the other. The receiving party will use the same degree of care it uses to protect its own confidential information of like importance, but no less than reasonable care; will use it solely to perform under these Terms; and will limit access to its personnel with a need to know who are bound by confidentiality obligations no less protective than these. Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, lawfully received from a third party without restriction, or required to be disclosed by law (with prompt notice where lawful).

16. Service Levels and Support

• The Service is provided on a commercially reasonable, best-effort basis. No service-level agreement (SLA), uptime commitment, or response-time commitment is promised under these Terms. Any SLA is offered exclusively under a separately signed Enterprise agreement.
• Scheduled maintenance, upstream provider incidents (Stripe, LLM providers, SAM.gov, hosting, CDN), and force-majeure events are excluded from any availability calculation.
• Support is provided through the in-app help portal at our discretion. We may, but are not obligated to, respond to support tickets within any particular time window.

17. Suspension and Termination

• You may cancel your Subscription at any time through the in-app Billing settings. Cancellation takes effect at the end of the then-current billing cycle.
• We may suspend or terminate your access immediately, with or without notice, if (a) you breach these Terms; (b) we believe your use of the Service poses a security, legal, or reputational risk; (c) your payment method fails and is not cured within ten (10) days; (d) we are required to do so by law; or (e) we discontinue the Service or any part of it.
• We may terminate trial or free accounts at any time without cause and without refund.

18. Effect of Termination; Data Survival

• On termination, your right to access the Service immediately ceases. AI Credits, promotional credits, and any pre-paid amounts are forfeited.
• We will retain Customer Data for up to thirty (30) days after termination during which you may submit a written export request to info@fedbd.ai. Thereafter, Customer Data may be deleted from active systems. Backups, audit logs, and aggregated analytics may persist longer in accordance with our Privacy Policy.
• Sections 11 (Customer Data — except access rights), 12 (AI Outputs), 14 (IP), 15 (Confidentiality), 19 (Disclaimers), 20 (Limitation of Liability), 21 (Indemnification), 22 (Governing Law / Arbitration), and 25 (Miscellaneous) survive any termination.

19. Disclaimer of Warranties

The Service, including all AI Outputs, is provided "AS IS" and "AS AVAILABLE", with all faults, and without warranty of any kind. To the maximum extent permitted by law, MNGC and its licensors and suppliers expressly disclaim all warranties and conditions, whether express, implied, or statutory, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, quiet enjoyment, system integration, security, uninterrupted or error-free operation, freedom from viruses, or that any defect will be corrected. No advice or information, oral or written, obtained from MNGC or through the Service creates any warranty not expressly stated in these Terms.

20. Limitation of Liability

To the maximum extent permitted by law, in no event will MNGC, its officers, directors, employees, agents, affiliates, licensors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, loss of revenue, loss of business, loss of data, loss of use, loss of goodwill, procurement of substitute services, missed contract awards, lost bids, or business interruption, however arising and on any theory of liability (contract, tort, statute, or otherwise), even if MNGC has been advised of the possibility of such damages and even if a remedy fails of its essential purpose.

MNGC's total cumulative liability arising out of or related to these Terms or the Service, regardless of cause and theory, shall not exceed the greater of (a) the total fees actually paid by you to MNGC under these Terms in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100). Multiple claims do not enlarge this cap.

Some jurisdictions do not allow exclusion or limitation of certain damages. To the extent any such exclusion is unenforceable, the limitations apply to the maximum extent allowed.

21. Indemnification

You will defend, indemnify, and hold harmless MNGC, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all third-party claims, demands, suits, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your or any Authorized User's use or misuse of the Service; (b) your Customer Data, including any allegation that it infringes, misappropriates, or violates any third-party right or applicable law; (c) any decision made or representation made by you or any Authorized User on the basis of an AI Output; (d) your breach of these Terms, including the Acceptable Use Policy in Section 13; (e) your violation of any law or third-party agreement, including the Procurement Integrity Act, the FAR, ITAR, EAR, HIPAA, GDPR, or CCPA; (f) any dispute between you and any Authorized User, invited Consultancy, invited Client, teaming partner, customer, or contracting agency; and (g) your use of BYOM keys or any third-party API key you supply.

MNGC may, at its option and expense, assume exclusive defense and control of any matter for which you owe indemnification, in which event you will cooperate fully. You may not settle any matter without MNGC's prior written consent.

22. Governing Law; Dispute Resolution; Class Waiver

• These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
• Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved by good-faith negotiation within thirty (30) days of written notice shall be finally resolved by confidential binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, by a single arbitrator, seated in Fairfax County, Virginia, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.
• Class waiver. To the maximum extent permitted by law, you and MNGC each waive any right to commence or participate in any class, collective, or representative action against the other. Disputes shall be resolved on an individual basis only. The arbitrator may not consolidate more than one party's claims and may not preside over any form of representative or class proceeding.
• Carve-out. Either party may seek injunctive or equitable relief in any state or federal court of competent jurisdiction sitting in Fairfax County, Virginia to protect its intellectual property, confidentiality, or security interests pending arbitration.

23. U.S. Federal Government End-Users

If you are an instrumentality of the U.S. federal government or are accessing the Service in connection with a federal contract, the Service is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202, and is licensed solely with the rights set forth in these Terms. No other rights, including no government-purpose rights, technical-data rights, or unlimited rights, are granted. Use, duplication, and disclosure by the U.S. government is subject solely to these Terms.

24. Export Controls and Sanctions

The Service is subject to U.S. export-control laws and regulations, including the Export Administration Regulations (EAR), and may be subject to the International Traffic in Arms Regulations (ITAR). You represent that you are not located in, organized under, or a national of any country subject to a U.S. embargo or comprehensive sanctions, and that you are not on any U.S. or applicable foreign restricted-party list. You will not use the Service in connection with any prohibited end use or end user. You will not upload to the Service technical data or software that would, by your upload, require an export license you do not hold.

25. Miscellaneous

• Changes to Terms. We may update these Terms by posting a revised version with a new effective date. Material changes will be highlighted in-product or by email. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.
• Notices. Notices to MNGC must be sent by email to info@fedbd.ai. Notices to you may be delivered to the email address on your account or in-product. Electronic delivery is sufficient for all notice purposes under these Terms.
• Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including upstream provider outages (Stripe, LLM providers, SAM.gov, hosting, CDN), denial-of-service or other cyber-attacks, internet failure, labor disputes, governmental action, embargo, war, or natural disaster.
• Beta features. Features designated "beta", "preview", "pilot", or similar are provided for evaluation only, with no warranty, no support, and no commitment that they will become generally available.
• Assignment. You may not assign these Terms without our prior written consent. We may assign without consent in connection with a merger, acquisition, or sale of substantially all of our assets.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder of these Terms will remain in full force.
• Waiver. Failure to enforce a provision is not a waiver of any right.
• No third-party beneficiaries. Except as expressly stated, these Terms are for the sole benefit of the parties.
• Entire agreement. These Terms, together with the Privacy Policy and any order form or written agreement signed by an authorized officer of MNGC, constitute the entire agreement between the parties on this subject and supersede all prior or contemporaneous communications.
• Order of precedence. In case of conflict, an order form signed by both parties prevails over these Terms; these Terms prevail over the Privacy Policy as to commercial obligations; the Privacy Policy prevails as to data-processing obligations.