AcqVerity Customer Agreement

Version 1 · Last updated October 22, 2026

AcqVerity for MAS is not yet generally available. This is the Agreement each customer accepts during account setup in the AcqVerity software, or by signing an Order Form referring to it. It applies only once accepted.

1. Parties, scope and acceptance

1.1 Parties. This Customer Agreement ("Agreement") is between AcqVerity Technologies LLC, a Virginia limited liability company ("AcqVerity", "we"), and the business that accepts it ("Customer", "you").

1.2 Business use only. The Service is for businesses that hold, or are preparing, a GSA Multiple Award Schedule (MAS) contract. It is not offered to consumers. The person accepting confirms they are at least 18 and have authority to bind Customer.

1.3 What forms the Agreement. The Agreement is: (a) these terms, including the security commitments in Section 5.3 and the Plan Limits in Schedule A; (b) the plan summary you accept during account setup, and the plan details shown in your account, with your plan's prices and limits ("plan details"); (c) any Order Form signed by both parties (an "Order Form"); (d) the AcqVerity Privacy Policy at acqverity.com/privacy; and (e) the Assisted Services terms in Section 8, and each quote you accept under it. An Order Form overrides these terms only where it expressly says which section it changes. Marketing pages and sales materials are not part of the Agreement.

1.4 Acceptance. You accept by ticking the box to agree during account setup in the Service, or by signing an Order Form. Each user added later acknowledges these terms at their first sign-in. We record each acceptance (who accepted, for which company, the date and time, the IP address and the version accepted) and email a confirmation of the key terms (plan, price, term, billing, auto-renewal and refund). Each version of this Agreement is posted at its own web address and is not changed after it is posted.

1.5 Key terms. "Service" means the AcqVerity contract intelligence software. "Ovie" is the Service's on-screen guide; Ovie is software, not a person. "Assisted Services" has the meaning in Section 8. "Services" means the Service and Assisted Services together. "Authorized Users" means Customer's employees and the consultants Customer allows under Section 6.4. "Approver" has the meaning in Section 6.6. "Major Change" and "Simple Update" have the meanings in Section 2.11. "Founding Customer" has the meaning in Section 7.4. "Payment Lapse" has the meaning in Section 7.7. "Plan Limits" means the limits for your plan in Schedule A.

2. The Service

2.1 What it does. The Service helps you assess, prepare and organize GSA MAS contract modifications and related files. It checks your inputs against published GSA requirements, drafts documents and pricing files, and flags issues. You then review, sign and submit them yourself.

2.2 Supported scope. The Service supports only the modification types, Special Item Numbers (SINs) and document types shown in its Supported Scope list at the time you use it. We may add to that list at any time. Removing an item during your paid term counts as a reduction under Section 2.5. The Service is designed to tell you when a request falls outside the supported scope and to stop rather than guess ("fail closed"). Out-of-scope work is not covered by Section 11.1.

2.3 Sources and as-of dates. The Service relies on government sources such as the MAS Solicitation and Refresh documents, clauses, FCP (FAS Catalog Platform) instructions, BLS indexes and GSA guidance. Checks are designed to show their source and the date it reflects ("as-of date"). GSA can change requirements at any time, and there may be a delay before the Service reflects a change. You are responsible for checking anything that matters to you against the current GSA source.

2.4 Interim interpretations. Where GSA guidance is silent or unclear, the Service may offer an AcqVerity interpretation. Each one is labelled as an AcqVerity interpretation, not a GSA requirement, and shows its reasoning and sources. It is used in a draft only after you accept it. Interpretations are general product guidance, not legal advice about your situation.

2.5 Changes to the Service. We may improve or change the Service. We will not materially reduce the core functions of a paid plan during a paid term without notice and a pro-rated refund option.

2.6 Availability and support. We will use commercially reasonable efforts to keep the Service available, apart from planned maintenance. There is no uptime service-level commitment. We post service notices in the Service and by email. Support is provided in writing (Section 8.7) on U.S. business days, Eastern Time. On the Active plan, we aim to reply within 2 business days.

2.7 Errors in rules or sources. If we find a material error in a rule, calculation or source the Service relies on, we will fix it. We will also notify customers whose drafts the error may have affected, within 5 business days of confirming it.

2.8 Beta features. Features labelled beta, preview or early access are optional. They are provided "as is", may change or end at any time, and are not covered by Section 11.1.

2.9 Plan limits and fair use. Each plan includes the users, document storage, product catalog size and Major Changes set out in Schedule A, and uploads must meet the file rules there. We may raise Plan Limits at any time, but will not lower them during a paid term. We will not charge you for extra use without your agreement.

(a) Major Changes on Essential. When you have used your included Major Changes, the Service tells you before you finalize another one, and you may buy an extra Major Change at the price in your plan details. Preparing and saving packages is never blocked.

(b) Fair use on Active. Major Changes on Active are unlimited, subject to fair use of 24 a year. If you finalize more than 24 in a plan year, we will contact you. We will not block your work or charge you, but we may propose a custom quote for your next term.

(c) Storage. At your storage limit, the Service refuses new uploads, except a document an open package asks for (up to 10% over the limit). Viewing, exporting, deleting and finalizing stay available.

(d) Pages read by AI. If you turn on AI document reading (Section 4.1), the Service may apply a reasonable monthly limit on the pages it sends to an AI model. Over that limit, AI reading pauses until the next month, and you can enter the information yourself.

2.10 Feedback. If you send us suggestions or feedback, we may use them to improve the Services without obligation to you. This does not give us any right to your Customer Data.

2.11 What counts as a change. A "Major Change" is a contract action the Service prepares for you as a package, such as adding a SIN, adding or changing labor categories, adding products, a catalog update, or a price change (including a price reduction). A "Simple Update" is guided help such as a contact or administrative change, a deletion, an option exercise or a mass modification. Simple Updates are included in every plan without limit. An economic price adjustment (EPA) method update made before a price increase is not counted separately. When counting Major Changes:

(a) a package is "finalized" when an Approver selects Finalize in the Service. Finalizing makes the submission files available to download. Before that, you can view package documents in the Service but not download them. One Major Change is one finalized package. We count when you finalize, not when you submit to GSA, because the Service cannot see eMod;

(b) one modification counts once, however many SINs, labor categories or products it contains;

(c) changes to the same items in a finalized package, made within 90 days after the later of finalizing it and the date you record its submission in the Service, do not count again. This includes a new package that redoes a rejected or withdrawn change, if you link it to the original in the Service. Adding any new item, such as a new SIN, labor category or product, is a new Major Change;

(d) a package prepared in the Service and submitted to GSA counts as a Major Change even if you did not finalize it; and

(e) included Major Changes are counted per plan year (each 12 months from the start of your term) and do not roll over.

The Service shows how many Major Changes you have used.

2.12 New Offer packages. A New Offer package helps you prepare an offer for a new GSA MAS contract. It is bought separately, for the one-time fee shown when you order it, and may first be offered through a waitlist. The Service guides you, and you prepare, sign and submit the offer yourself (Section 3.1). GSA alone decides whether and when to award a contract. We do not guarantee an award, a decision date or any other outcome, and the fee does not depend on the result. A New Offer package is not a Major Change. You can use it for 12 months after purchase, or until GSA decides your offer, whichever is later. Refunds follow Section 7.5(c). If GSA awards you a contract, your contract record can carry over to a subscription plan.

2.13 Reminders, briefs and public data. Your plan includes the stay-on-track features listed in your plan details, such as reminders (for example SAM.gov registration renewal, sales reporting, option periods and annual pricing), briefs on what each MAS Refresh means for your contract, an ongoing Contract Health Check and a company profile filled in from your public SAM.gov record. These are aids, not a replacement for your own calendar and records. You remain responsible for every registration, reporting, option and pricing deadline. We aim to publish a Refresh brief within 5 business days after GSA issues a Refresh. Reminders are sent by email, and we cannot guarantee delivery. Health Check results and briefs are general orientation, not a compliance determination. Public data, such as SAM.gov or GSA pricing data, is shown with its source and the date we retrieved it, may be out of date, and stays provisional until you confirm it.

2.14 Service emails. We send service emails, including reminders, to your administrators and the contacts you choose. You can change recipients in the Service. Service emails cannot be fully turned off while you have an active plan.

3. Your responsibilities

3.1 You review, sign and submit. You decide what to submit to GSA. Before submitting anything prepared with the Services, a person authorized by Customer must review it. You remain solely responsible for every submission, signature, certification and representation made to the government. This includes Commercial Sales Practices disclosures, price reductions, pricing files and Trade Agreements Act (TAA) compliance. The Service does not complete signatures or certifications for you.

3.2 We are not your agent. AcqVerity does not act as your agent, representative or Authorized Negotiator. We do not sign, submit or communicate with GSA on your behalf. We do not hold your SAM.gov, FAS ID, eMod or FCP credentials, and you must not give them to us.

3.3 GSA decides. Acceptance, rejection, negotiation and award decisions are made by the government. The Service cannot predict or guarantee them.

3.4 Accurate inputs. You are responsible for the accuracy and completeness of the information you put into the Service. Outputs depend on it. Information the Service fills in for you, from public sources, your uploaded files, AI reading or our founding setup, is labelled with its source and stays provisional until you confirm it. You are responsible for checking it before you rely on it.

3.5 Third-party information. If you upload information belonging to others (for example supplier price lists or a manufacturer's letter of supply), you confirm you have the right to do so.

3.6 Data you must not upload. The Services are not designed or authorized for, and you must not upload: (a) classified information, Controlled Unclassified Information (CUI), or ITAR or EAR export-controlled technical data; (b) other data that requires special government handling; or (c) sensitive personal data, such as Social Security numbers, health information, or résumés and other personnel records beyond what a pricing or labor-category file needs. The Service may refuse files that carry CUI or classification markings.

If prohibited data is uploaded, we may delete it after notifying you.

3.7 Acceptable use. You will not: (a) misuse or disrupt the Services; (b) try to get around their limits or security; (c) copy, scrape or extract the Service's rules, templates or checklists; (d) reverse engineer the Service, except where the law allows; (e) resell the Services, or use them or their outputs to build a competing product or to train or develop AI models; (f) use them to submit false or misleading information to any government; (g) use the AI features to create content that is unlawful, or that the usage policies of our AI model providers prohibit (linked on the Subprocessors page); (h) let anyone other than Authorized Users use your account; (i) copy, re-key or capture package content from a view-only preview in order to submit it without finalizing it; or (j) run security or load tests on the Service without our written consent.

3.8 Your security duties. You will: (a) require multi-factor authentication for your users where the Service offers it; (b) keep log-in details confidential; (c) remove users promptly when they no longer need access; and (d) tell us promptly about suspected unauthorized access.

4. AI-assisted features

4.1 Disclosure. Ovie, the Service's on-screen guide, is software, not a person. Some features may use artificial intelligence models, for example to read uploaded documents or suggest answers. A feature that sends your documents to an AI model runs only if you turn it on for that upload. We will tell you before any new AI feature uses Customer Data. The Service is designed to label AI-drafted content and information read by AI. The AI model providers we use are listed on the Subprocessors page, which also links to their usage policies.

4.2 Outputs can be wrong. AI outputs can be incomplete, out of date or wrong, even when they sound confident. Factual statements in AI outputs may be false, incomplete or misleading, or may not reflect recent changes, so do not rely on them without checking them against the cited source or another reliable source. Rule-based checks (such as price arithmetic) are tested but can also contain errors. You must review all outputs under Section 3.1 before relying on them, and you will make sure your Authorized Users know this. The Service shows this notice where AI-drafted content appears.

4.3 No training on your data. We do not use Customer Data, or Outputs generated for you, to train or fine-tune any AI model, ours or a third party's. We use AI model providers only under business terms that prohibit them from training models on Customer Data or Outputs. We do not put Customer Data into consumer AI tools.

4.4 Usage information. We may use Usage Data (Section 5.6) to run, secure and improve the Services. We design our logging to exclude the content of your files and your prices.

4.5 Ownership of outputs. As between you and us, you own the documents the Services generate for you ("Outputs"), to the extent ownership rights exist in them. Outputs may include AcqVerity templates or wording. We give you a perpetual, royalty-free licence to use that material as part of your Outputs, including after the Agreement ends. We claim no rights in government forms or text. We keep ownership of the Service itself, including its software, rules, checklists and templates. Similar Outputs may be generated for other customers.

4.6 GSA AI rules for contractors: how the Service is intended to be used. The Service is an internal administration tool for Customer's own business. It is intended to help Customer prepare drafts of its own contract administration documents. Customer then reviews, completes and adopts those documents as its own (Section 3.1). The Service is not delivered to the government, and government users are not given access to it. AcqVerity does not intend AI to be a feature of the products or services Customer sells under its MAS contract, or a material feature of the final submission Customer delivers to GSA.

4.7 GSAR 552.239-7001. GSA has issued a clause on safeguarding Government Data in large language model (LLM) systems, GSAR 552.239-7001 (GSAR Deviation, Sept 2026), as a class deviation in GSA RGO-2026-01. MAS contracts may receive it through a Refresh or mass modification. As issued, it applies only where the government is procuring an LLM-based product or service in which LLM functionality is a material feature. Unless the contracting officer identifies otherwise, it imposes no obligation where LLM use is limited to the contractor's internal business, back-office, operational or performance-support systems that are not delivered to or accessed by the government (paragraph (a)(1)(ii)(A)). AcqVerity expects use of the Service as intended in 4.6 to fall within that paragraph, but cannot decide that for Customer. Customer remains responsible for deciding whether the clause, or any later GSA or agency AI rule, applies to its own contract, and for any disclosure to GSA.

4.8 Government Data. Unless a signed Order Form says otherwise, upload only government documents addressed to Customer that it needs to prepare its own response. Examples are a solicitation, a modification, or a contracting officer's request. Do not upload agency user data, government-furnished information, ordering-activity data or other data the government owns that is not needed for that purpose.

4.9 What AcqVerity commits to. To support Customer's own compliance, AcqVerity will:

• store and process Customer Data in the United States only;
• not train or improve AI models on Customer Data (Section 4.3);
• use AI models developed, managed and operated in the United States and subject to U.S. jurisdiction, and name the provider on the Subprocessors page;
• give at least 30 days' notice before adding or replacing an AI model provider company, keep a dated log of model changes on the Subprocessors page, and pass on a provider's model deprecation notice within 5 business days;
• notify security incidents under Section 5.5; and
• on reasonable request, give factual information about the Service's AI components for Customer's own use in answering GSA. This includes the provider, model family, hosting location, data handling, and whether the model has been modified at the request of a non-U.S. government.

4.10 No flow-down; rule changes. AcqVerity does not accept flow-down of government contract clauses unless a signed Order Form expressly says so. When GSA changes the clause, or a MAS Refresh incorporates it, AcqVerity will review it. Within 30 days, AcqVerity will tell customers of any resulting changes to the Service or this Section. If a GSA rule, or a contracting officer's decision under it, makes Customer's continued use impractical, Customer may terminate and receive a refund under Section 7.5.

4.11 AI model providers. We may add or change AI model providers under Sections 4.9 and 5.4. We will use only providers whose terms with us require them to: (a) process Customer Data only to return responses to the Service; (b) not train models on Customer Data or Outputs; (c) keep it confidential; and (d) delete inputs and outputs within 30 days, except content a provider keeps because it was flagged as violating the provider's usage policies, or because the law requires it. Current retention periods are shown on the Subprocessors page. We will not use a provider whose terms are less protective than this Section.

5. Customer Data, confidentiality and security

5.1 You own your data. "Customer Data" means everything you or your Authorized Users upload or enter. It includes price lists, discounts, Commercial Sales Practices information, contract documents and correspondence. You own it. You give us a limited licence to host, copy and process it only to provide the Services (including Assisted Services) to you, to keep them secure, and as the law requires.

5.2 Confidentiality (mutual). Each party will keep the other's Confidential Information confidential and use it only for this Agreement. "Confidential Information" means non-public information one party shares with the other under this Agreement that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. Non-public parts of the Service are ours. Each party may share Confidential Information with its employees, contractors, subprocessors, Expert Providers and professional advisers who need it for this Agreement and are bound by duties at least as protective. The usual exceptions apply: information that is public through no fault of the recipient, already known, independently developed, or rightfully received from someone else. If the law or a court requires disclosure, the recipient will give prompt notice where legally allowed.

5.3 Security commitments. We keep reasonable administrative, technical and physical safeguards, including:

• encryption of Customer Data in transit (TLS 1.2 or higher) and at rest;
• hosting on Amazon Web Services, with production access limited to named AcqVerity personnel who need it;
• multi-factor authentication for all administrative access;
• logging of administrative access, kept for at least 90 days;
• logical separation of each customer's data;
• no human access to Customer Data except as Section 9.5 allows: with your permission for a specific support or Assisted Services request, under a setup grant (Section 7.4(c)), to comply with law, or to deal with a security incident;
• regular backups, and a tested restore process; and
• prompt application of security patches.

We will not materially reduce these safeguards during your paid term. On request, we will discuss a data processing addendum.

5.4 Where data is stored; subprocessors. Customer Data is stored in AWS us-east-1 and processed only in the United States, by us and by the subprocessors listed at acqverity.com/subprocessors, with the regions each one uses. We will give 30 days' notice of a new subprocessor that will process Customer Data. If you reasonably object, you may terminate and receive a refund under Section 7.5. Expert Providers (Section 8.2) are subprocessors, approved by you for each engagement instead of by 30-day notice.

5.5 Security incidents. We will notify you without undue delay, and within 72 hours, after we confirm unauthorized access to your Customer Data or a subprocessor tells us of one. A first notice may be partial. We will update you as we learn more and tell you what we are doing about it. Notices go to your administrator. Our incident contact is security@acqverity.com.

5.6 Usage Data. We collect technical and usage information, such as feature use, errors and performance ("Usage Data"). We use it to operate, secure and improve the Services. We design it to exclude the content of your files and prices. We may share only aggregated statistics that do not identify you or reveal Customer Data.

5.7 Export, deletion and backups. An Approver can export your Customer Data at any time during the term in standard formats (for example .xlsx, .docx, .pdf and .csv). After the Agreement ends, your account becomes read-only and you have 30 days to export your documents and a handoff report summarizing your contract record. We then delete Customer Data within 60 days after that export period ends, including derived text, search indexes, embeddings and caches, from our systems and our subprocessors' systems, and we will confirm the deletion in writing on request.

An Approver may ask us to delete Customer Data sooner. That request needs a fresh multi-factor sign-in. We wait 72 hours, during which you can withdraw the request or export, and then delete as above. Deleting data does not end your subscription or the fees due for its term, unless Section 7.5 applies. Expert Providers must also delete their copies.

Backups are overwritten in the ordinary course within 35 days and are not restored except for disaster recovery. Content an AI model provider keeps under the exceptions in Section 4.11 is deleted on that provider's schedule. We do not keep de-identified or aggregated copies of Customer Data. After deletion we keep only: (a) billing, payment and terms-acceptance records, including for each counted Major Change only its date, category, outcome and the fee charged; (b) content-free security logs (event codes, times and internal identifiers, with names and email addresses removed) for 12 months; and (c) any other records the law requires, for as long as required. The records in (a) and (b) contain none of your documents, prices or contract details.

5.8 Government requests. If a government body asks us for Customer Data, we will refer it to you and tell you, unless the law forbids that.

6. Accounts and users

6.1 The account belongs to Customer. The account, its contract workspaces and its Customer Data belong to Customer, not to the individual who created it. Users must sign up with a company email address.

6.2 Administrators. Customer names at least one administrator. Administrators add and remove users and control their access. Customer is responsible for everything done under its account and for keeping log-in details secure. Tell us promptly if you suspect unauthorized access.

6.3 Personnel changes. When a user leaves Customer, an administrator should remove them. If no administrator is available, we will transfer administrator rights to another person once we have verified Customer's authorization. We will not give a departed user access to Customer Data.

6.4 Consultants. Customer may add outside consultants as Authorized Users, for Customer's benefit only. Customer is responsible for them as for its own employees.

6.5 One company per account. Each account serves one company and its GSA contracts. A consultant who serves several companies needs a separate account for each one. If Customer's MAS contract is novated to another company, we will transfer the account to that company at Customer's written request, after conflict screening (Section 9).

6.6 Approvers. Customer names one or more Approvers. Only an Approver can finalize a package, buy an extra Major Change, accept an Assisted Services quote, grant setup access (Section 7.4(c)), export all Customer Data, or ask for early deletion (Section 5.7). Customer is bound by those actions.

7. Fees, renewal, refunds and taxes

7.1 Fees. You pay the fees for your plan shown in your plan details or Order Form. Extra Major Changes, New Offer packages and Assisted Services are priced separately, in your plan details or when you request them. Assisted Services require an active plan. Fees are in US dollars.

7.2 Payment. Card payments are processed by our payment processor; we never see or store full card numbers. Invoices are due within 30 days. Late amounts may bear interest at 1% a month or the legal maximum, whichever is lower, after 10 days' written notice. If you dispute a charge in good faith, tell us before it is due, or within 30 days of a card charge, and pay the undisputed part. We will work with you for 15 days to resolve it. You may ask to pay by invoice instead of by card.

7.3 Subscription term and auto-renewal. Each subscription has a 12-month term. You may pay monthly over the term, or prepay the year at the annual discount in your plan details. Each term renews automatically for another 12 months unless you cancel before the renewal date. During account setup we show this clearly and ask you to tick a separate box agreeing to it, and your confirmation email repeats it. We email a reminder 15 to 30 days before each renewal, with the price and how to cancel. If your card will expire before your renewal date, we remind you about 30 days before. You can cancel at any time by emailing hello@acqverity.com or, once available, in account settings. Cancelling stops the renewal and takes effect at the end of the current term. Monthly payments for the rest of that term remain due, except as Section 7.5 allows.

7.4 Prices and founding prices. We may change prices for a renewal term with at least 30 days' notice. A change never applies to a term you have already paid for or committed to. If you are one of the first 15 customers to subscribe before the founding deadline shown at sign-up, you are a "Founding Customer", and:

(a) your plan's founding price, shown in your plan details, applies for as long as your subscription continues without a break, including renewals, and is not changed under this Section;

(b) the founding price ends for good if your subscription ends (including by non-renewal or termination) or a Payment Lapse occurs. Withdrawing a cancellation before your renewal date keeps it. If you subscribe again later, the standard price then in effect applies;

(c) we set up your account for you at no extra charge ("founding setup"). An Approver may grant us setup access in the Service (a "setup grant"). Under it, we may read the documents you upload to your workspace and enter your contract record and company profile. We cannot finalize, approve, export, delete or add users. A setup grant lasts up to 7 days, ends early when setup is done or when you revoke it, uses no user seat, and starts only after conflict screening (Section 9). Entries we make are marked as entered for you and stay provisional until you confirm them. Upload documents to your workspace; do not email them to us; and

(d) if you move from Essential to Active, you pay Active's founding price.

7.5 Refunds. Fees are non-refundable except:

(a) as stated in Sections 2.5, 4.10, 5.4, 9.3(a), 9.4, 10.3, 10.7, 11.1, 12.5, 13.6 and 13.9;

(b) for Founding Customers, within 60 days after the first paid term starts, you may cancel and receive a refund of the subscription fees you have paid, minus $495 for each Major Change counted under Section 2.11 in that period. Extra Major Changes you bought are not refunded and are not deducted. A refund is never less than zero. When you use this right, your subscription ends on the date of your request, and no further subscription fees are due;

(c) a New Offer package fee is refunded in full if you ask before the package is finalized and within 30 days after purchase, or if conflict screening declines you; or

(d) where the law requires it.

Whenever this Agreement lets you end a subscription with a refund, we refund prepaid fees for the period after the end date, and no further fees are due for the rest of the term. Setup fees and Assisted Services already performed are never refundable. Fees for Assisted Services paid for but not yet performed are refunded whenever a subscription ends with a refund under this Section 7.5. Otherwise, unused Assisted Services expire at the end of the term in which they were bought.

7.6 Taxes. Fees exclude taxes. You pay applicable sales, use and similar taxes, apart from taxes on our income.

7.7 Failed and late payments. If your card is declined at sign-up, no subscription starts and nothing is charged. If a later card payment fails, we retry it and send you reminders. A "Payment Lapse" occurs when an undisputed amount stays unpaid 14 days after its due date, after we have sent you at least two reminders. A Payment Lapse ends any founding price (Section 7.4(b)), and we may pause access to the Service until the amount is paid. If an undisputed amount is still unpaid 30 days after its due date, we may end the subscription by notice. You then owe only the amounts that were past due, and Section 5.7 applies. Your data is not deleted while access is paused.

7.8 Plan changes. You may move up to Active at any time. The new price and limits start at once, and your plan year and used Major Changes carry over. A move to a smaller plan takes effect at your next renewal.

8. Expert help (Assisted Services)

8.1 What they are. An Expert Consult lets you send a written question to a contracts specialist. Each request is paid and is an Assisted Service. "Assisted Services" are paid, scoped help from a person, such as a written Expert Consult, an Expert Package Review of a package before you submit it, or preparation of a package for you to review, sign and submit. Assisted Services require an active plan, and are optional and separate from the software subscription.

8.2 Who provides them. Assisted Services are provided by AcqVerity, or by an independent specialist that AcqVerity names and you approve before the work starts (an "Expert Provider"). Each Expert Provider is bound by written confidentiality, security and deletion terms at least as protective as Section 5, and is conflict-screened under Section 9.

8.3 Quote and scope. Before work starts, we confirm conflicts and scope, and quote the fee and an expected delivery date. Work starts only after an Approver accepts the quote. Anything outside that scope needs your written approval. We may decline a request, or be fully booked for the month, at no charge.

8.4 Not legal advice; you still decide. Experts give practical contracting guidance. They are not your lawyers and do not give legal advice. Experts do not act as your agent or Authorized Negotiator. They do not take part in calls or correspondence with GSA for you, and do not sign or submit anything. Section 3.1 applies to their work too.

8.5 Professional standard. Assisted Services will be performed in a professional manner consistent with generally accepted industry standards. If they are not, tell us within 30 days. We will redo the work or refund the fee for that work. That is your only remedy for this warranty.

8.6 Delivery dates. We aim to deliver by the date in the accepted quote. Dates are targets, not guarantees.

8.7 In writing only. Assisted Services and product support are provided in writing only, through messages in the Service or by email. They are not provided by phone, video call or meeting. Requests that include Customer Data are handled through messages in the Service. Written replies are issued in the name of the AcqVerity Contracts Team.

9. Conflict-of-interest screening

9.1 Why and when we screen. We screen every customer, and every Assisted Services request, for conflicts of interest. We screen each new customer within 2 business days after sign-up, and each Assisted Services request before work starts. You may use the software while screening is under way.

9.2 What we check. We check your company name, Unique Entity ID (UEI) and GSA contract number for conflicts. We use the results of screening only for screening.

9.3 If a conflict appears. If we find an actual or reasonably apparent conflict, we may:

(a) decline the account during the screening period, with a full refund of all fees paid;

(b) decline an Assisted Services request, or have it done by an Expert Provider with no conflict, if you agree; or

(c) end the subscription later, with 15 days' written notice, if a conflict first appears after screening.

We do not have to explain the nature of the conflict.

9.4 Refund and data. If we end the subscription under 9.3(c), we refund under Section 7.5, including any unused Assisted Services fees. You keep the export period in Section 5.7.

9.5 No human access without your permission. No AcqVerity person or Expert Provider will view your Customer Data except: (a) with your permission for a specific support or Assisted Services request; (b) under a setup grant (Section 7.4(c)); (c) to comply with law; or (d) to respond to a security incident. A person with a conflict will not be given that permission.

10. Term, suspension and termination

10.1 Term. The Agreement starts when you accept it. It continues while any subscription, New Offer package or Assisted Services engagement is active.

10.2 Suspension. We may suspend access, in whole or in part, if reasonably needed to: prevent a security threat or harm to the Service or others; comply with law; or address a material breach of Section 3.6 or 3.7. We will give notice in advance where practical, limit the suspension to what is needed, and restore access once the issue is fixed.

10.3 Termination for breach. Either party may terminate if the other materially breaches and does not fix it within 30 days of written notice. If you terminate for our breach, we refund under Section 7.5.

10.4 Other termination. You may cancel as described in Section 7.3. We may terminate under Sections 7.7 and 9.3. Either party may terminate immediately if the other becomes insolvent or stops doing business.

10.5 Effect. When the Agreement ends: your access stops, except the read-only export period in Section 5.7; Section 5.7 governs export and deletion; unpaid fees for past use are due; and each party returns or destroys the other's Confidential Information, except as kept under 5.7. Copies kept under 5.7 or by law stay subject to Section 5.2.

10.6 Survival. These sections survive termination: 2.3–2.4, 2.10, 2.13, 3.1–3.6, 4.2–4.8, 4.11, 5.1–5.2, 5.6–5.8, 7 (amounts owed), 8.4–8.5, 9.4, 10.5–10.7, 11.3–11.5, 12 and 13.

10.7 If we stop offering the Service. If we decide to discontinue the Service, we will give at least 60 days' notice. We will keep export available during that time and refund prepaid fees for any period after the shutdown date.

11. Warranties and disclaimers

11.1 Our warranty. During a paid term, the Service will perform materially as described in its Supported Scope list and help information for supported scope (Section 2.2), and we will not materially reduce its security. If we breach this warranty and you tell us within 30 days, we will try to fix it. If we cannot fix it within 30 days, either party may end the affected subscription, and we will refund under Section 7.5. This is the only warranty about the Service's performance, and this remedy is your only remedy for its breach.

11.2 Mutual warranties. Each party has authority to enter the Agreement. Neither will knowingly introduce malicious code into the Service or Customer Data.

11.3 No government affiliation. AcqVerity is a private company. It is not affiliated with, endorsed by or acting for the U.S. General Services Administration or any government agency.

11.4 No advice; no outcome guarantee. The Service and Assisted Services do not provide legal, accounting or tax advice. We do not guarantee that GSA, or any contracting officer, will accept, approve or award anything, including a New Offer (Section 2.12), or that any submission will be free of findings in an audit or review.

11.5 Disclaimer. Except as expressly stated in this Agreement, the Service, Outputs and Assisted Services are provided "as is". Each party disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement, to the extent the law allows. We do not warrant that the Service will be uninterrupted or error-free, or that government sources it relies on are current.

12. Limitation of liability and indemnities

12.1 General cap. Except as set out in 12.2 and 12.4, each party's total liability arising out of or relating to this Agreement is limited to the fees Customer paid or owed to AcqVerity in the 12 months before the event giving rise to the claim (the "General Cap").

12.2 Higher cap. For (a) breach of Section 5 (Customer Data, confidentiality and security) and (b) each party's indemnity obligations under 12.5 and 12.6, the cap is three times the General Cap (the "Higher Cap").

12.3 Excluded damages. Neither party is liable for lost profits, lost revenue, lost contract awards, loss of goodwill, or indirect, special, incidental, consequential or punitive damages, even if told they were possible. This includes losses from a GSA decision, a price reduction, a contract cancellation or an audit finding, and losses from a missed, late or undelivered reminder or brief, or a lapsed registration, option period or report.

12.4 No cap. The caps in 12.1 and 12.2 and the exclusions in 12.3 do not limit:

(a) your obligation to pay fees;

(b) Customer's breach of Section 3.7, or misuse of AcqVerity's intellectual property or Confidential Information;

(c) liability for fraud or wilful misconduct; or

(d) liability that cannot be limited by law.

12.5 Our indemnity. We will defend you against third-party claims that the Service, as we provide it, infringes a U.S. patent, copyright or trademark or misappropriates a trade secret. We will pay damages and costs finally awarded or agreed in settlement, up to the Higher Cap.

This indemnity does not apply to claims caused by:

• Customer Data, or Outputs to the extent they reflect your inputs or AI-generated text;
• your changes;
• combining the Service with things we did not provide; or
• use in breach of this Agreement.

If a claim is likely, we may modify the Service, get you a licence, or end the subscription and refund under Section 7.5.

12.6 Your indemnity. You will defend us against third-party claims, including government claims, arising from:

(a) Customer Data, including your right to upload it;

(b) your submissions, certifications or representations to any government; or

(c) your use of the Services in breach of Section 3.6 or 3.7.

This does not apply to the extent a claim is caused by our breach of this Agreement. You will pay damages and costs finally awarded or agreed in settlement, up to the Higher Cap, except that claims under (c) arising from a breach of Section 3.7 are uncapped under 12.4(b).

12.7 Process. The party seeking defence must promptly notify the other, give it control of the defence and settlement, and reasonably cooperate. No settlement may admit fault for, or impose obligations on, the protected party without its consent.

13. General

13.1 Governing law and courts. Virginia law governs this Agreement, without regard to its conflict-of-laws rules. The state and federal courts located in Fairfax County, Virginia have exclusive jurisdiction. Either party may seek urgent injunctive relief in any competent court. The UN Convention on Contracts for the International Sale of Goods does not apply.

13.2 Changes to these terms. We may update these terms for future terms or new customers. Each update is posted as a new version (Section 1.4). For an existing paid subscription, a material change takes effect only at your next renewal, and we will give at least 30 days' notice by email. Changes needed by law or for security may take effect sooner, with notice. Any other change during a paid term needs written agreement from both parties.

13.3 Notices. Notices to you go to your account administrator's email. Legal notices to us go to legal@acqverity.com.

13.4 Government end users. The Service is a commercial product and commercial service (FAR 2.101). If a government entity uses it, it is provided only with the rights in this Agreement, under FAR 12.212 and, for defense agencies, DFARS 227.7202.

13.5 Export and sanctions. Each party will comply with U.S. export control and sanctions laws. You will not let anyone in a sanctioned country, or on a U.S. restricted-party list, use the Service.

13.6 Assignment and change of control. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of the relevant business, with notice. Any assignee of AcqVerity must honour Sections 5 and 9, and the account is re-screened for conflicts. If AcqVerity is acquired by a company that competes with Customer or is conflicted under Section 9, Customer may terminate within 60 days of notice and receive a refund under Section 7.5.

13.7 Subcontractors. We may use subcontractors and subprocessors, but we remain responsible for them under this Agreement.

13.8 Publicity. We will not use your name or logo as a customer reference without your written permission.

13.9 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, other than payment obligations. A U.S. government shutdown or a GSA system outage is such an event. If a force majeure event stops the Service from working materially for 30 consecutive days, either party may end the affected subscription, with a refund under Section 7.5.

13.10 Independent contractors. The parties are independent contractors. Nothing creates a partnership, agency, fiduciary or employment relationship.

13.11 Entire agreement and other terms. This Agreement is the entire agreement on its subject and replaces earlier discussions. Purchase-order terms and other terms you send do not apply. Terms in any supplier portal or registration form do not apply, even if we click to accept them, unless signed by an authorized AcqVerity representative. If a provision is unenforceable, the rest stays in effect. A waiver must be in writing. Electronic acceptance and signatures are valid.

Schedule A: Plan Limits

These limits are part of the Agreement (Sections 1.3 and 2.9). Prices are in your plan details. Needs larger than these limits get a custom quote.

A catalog item is one product on one contract's catalog, including accessories. Services and links are not items. The catalog limit applies to each contract.

File rules for every plan: each file may be up to 25 MB, in PDF, Word (.docx), Excel (.xlsx) or CSV format. Do not upload classified information, CUI or other data listed in Section 3.6.

Parts of this Agreement are adapted from the Common Paper Terms of Service, which uses the Common Paper Cloud Service Agreement Standard Terms Version 2.1, available under the CC BY 4.0 licence at commonpaper.com.