Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or an entity, "you" or "your") and CWM Strategies, LLC ("we," "us," or "our") concerning your access to and use of the cwRFP platform and related services (collectively, the "Service").

By accessing or using the Service at cwrfp.com, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

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2. Description of Service

cwRFP is an AI-powered RFP (Request for Proposal) response platform designed for organizations in the contingent workforce industry, including staffing companies, managed service providers (MSPs), and vendor management system (VMS) providers.

Service Features Include:

• Q&A library management for RFP responses
• AI-powered answer generation using Google Gemini
• Document upload and processing (DOCX, XLSX, PDF) for RFP responses
• Semantic search and retrieval
• Conflict detection and resolution
• Multi-user collaboration within organizations
• Usage tracking and analytics

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice.

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3. Eligibility and Account Registration

3.1 Eligibility

You must be at least 18 years old and have the authority to enter into these Terms on behalf of yourself or the organization you represent. By using the Service, you represent and warrant that you meet these requirements.

3.2 Account Creation

To use the Service, you must create an account by providing:

• Your name and email address
• A secure password
• Your organization name
• Other information as required during registration

3.3 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach

You agree not to:

• Share your account credentials with others
• Allow others to access your account
• Create multiple accounts for the same organization without authorization

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4. Subscription Plans and Billing

4.1 Subscription Plans

cwRFP offers subscription plans with the following structure:

• Monthly subscription fee: varies based or tier and plan
• Included credits: Monthly allocation of AI generation credits depending on tier and plan
• Overage charges: Additional credits available for purchase if monthly allocation is exceeded

4.2 Billing

• Subscriptions are billed monthly or yearly in advance
• Payment is due at the beginning of each billing period
• We accept major credit cards and other payment methods as available
• All fees are non-refundable except as required by law

4.3 Price Changes

We reserve the right to change our pricing at any time. Price changes will:

• Be communicated to you at least 30 days in advance
• Take effect at the start of your next billing cycle
• Allow you to cancel before the new price takes effect

4.4 Free Trials

We may offer free trials at our discretion. At the end of the trial period, your subscription will automatically convert to a paid plan unless you cancel before the trial ends.

4.5 Cancellation and Refunds

• You may cancel your subscription at any time
• Cancellation takes effect at the end of the current billing period
• No refunds are provided for partial months or unused credits
• Upon cancellation, you retain access until the end of the paid period

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5. Acceptable Use Policy

5.1 Incorporation of AUP

Your use of the Service is subject to our Acceptable Use Policy ("AUP"), which is incorporated into these Terms by reference and available at cwrfp.com/acceptable-use-policy. The AUP provides comprehensive guidelines on permitted and prohibited uses of the Service and is binding on all users.

5.2 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms and the AUP. You agree to use the Service solely for:

• Creating and managing RFP responses for your organization
• Storing business-related questions, answers, and documents
• Legitimate business purposes in the contingent workforce industry

5.3 Prohibited Activities

Without limiting the restrictions in the AUP, you agree NOT to:

Content Violations:

• Upload or share illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable content
• Infringe on intellectual property rights of others
• Upload malware, viruses, or malicious code

Platform Abuse:

• Attempt to gain unauthorized access to the Service or other users' accounts
• Reverse engineer, decompile, or disassemble any part of the Service
• Use automated systems (bots, scrapers) to access the Service
• Overload or interfere with the Service's infrastructure

Business Violations:

• Resell or redistribute the Service without written permission
• Use the Service to compete with us or develop a competing product
• Share your account with individuals outside your organization

5.4 Enforcement

We reserve the right to:

• Investigate violations of these Terms and the AUP
• Remove content that violates these Terms or the AUP
• Suspend or terminate accounts that violate these Terms or the AUP
• Cooperate with law enforcement as required

For complete details on acceptable use, prohibited activities, and enforcement procedures, please review the full Acceptable Use Policy at cwrfp.com/acceptable-use-policy.

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6. Intellectual Property Rights

6.1 Our Intellectual Property

The Service, including all software, text, graphics, logos, and other content (excluding Your Content as defined below), is owned by CWM Strategies, LLC and is protected by copyright, trademark, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable license to access and use the Service for your internal business purposes. This license does not grant you any rights to:

• Copy, modify, or create derivative works of the Service
• Distribute, sell, or sublicense the Service
• Remove or alter any proprietary notices

6.2 Your Content

You retain all rights to the content you create, upload, or submit to the Service ("Your Content"), including:

• Questions and answers in your Q&A library
• Documents you upload
• Data generated through your use of the Service

By uploading Your Content, you grant us a limited license to:

• Store and process Your Content to provide the Service
• Use Your Content to generate AI-powered responses
• Back up Your Content for disaster recovery purposes

This license terminates when you delete Your Content or close your account, except for content retained in backups for up to 30 days.

6.3 AI-Generated Content

Content generated by the AI (using Google Gemini) in response to your queries is provided to you as part of the Service. You may use AI-generated content for your business purposes, but you acknowledge that:

• AI-generated content may not always be accurate or suitable for your needs
• You are responsible for reviewing and verifying all AI-generated content before use
• We make no warranties regarding the accuracy or quality of AI-generated content

6.4 Feedback

If you provide us with feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide license to use, modify, and incorporate such feedback into the Service without compensation to you.

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7. Data Privacy and Security

7.1 Privacy Policy

Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our Privacy Policy.

7.2 Organizational Data Isolation

We implement strict multi-tenant data isolation:

• Your organization's data is completely separate from other customers
• Users can only access data belonging to their organization
• We do not share your Q&A library or documents with other customers

7.3 Data Security

We implement industry-standard security measures including:

• Encryption at rest (AES-256) and in transit (TLS)
• Role-based access controls
• Regular security audits and monitoring
• Automated backups

However, no system is completely secure. You acknowledge that you use the Service at your own risk.

7.4 Data Processing

Your Content is processed by:

• Google Cloud Platform (Firebase) for storage and hosting
• Google Gemini API for AI-powered generation

Under our agreements with these providers, your data is not used to train AI models.

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8. Third-Party Services

The Service integrates with third-party services (Google Cloud Platform, Google Gemini API) to provide functionality. These third-party services are governed by their own terms of service and privacy policies. We are not responsible for the practices of these third parties.

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9. Disclaimers and Limitations of Liability

9.1 Service Provided "As Is"

You acknowledge that:

• AI-generated content may contain errors or inaccuracies
• You are responsible for reviewing all content before use in RFP responses
• The Service is a tool to assist your workflow, not a replacement for human judgment

9.2 Limitation of Liability

9.3 Exceptions

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for incidental or consequential damages. In such jurisdictions, our liability will be limited to the greatest extent permitted by law.

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10. Indemnification

You agree to indemnify, defend, and hold harmless CWM Strategies, LLC, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any rights of another party
• Your Content or any content you submit to the Service
• Any use of AI-generated content in your RFP responses

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11. Term and Termination

11.1 Term

These Terms remain in effect for as long as you use the Service.

11.2 Termination by You

You may terminate these Terms at any time by:

• Canceling your subscription through the account settings
• Contacting us at mickey@cwmstrategies.com to close your account

11.3 Termination by Us

We may suspend or terminate your account and access to the Service immediately, without notice, if:

• You violate these Terms or our Acceptable Use Policy
• Your account is inactive for more than 12 months
• We are required to do so by law
• We discontinue the Service entirely

11.4 Effect of Termination

Upon termination:

• Your right to access and use the Service immediately ceases
• You will be charged for any outstanding fees
• We may delete Your Content after 90 days (you may request an export before termination)
• Sections of these Terms that should survive termination (e.g., indemnification, limitations of liability) will continue to apply

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12. Modifications to Terms

We reserve the right to modify these Terms at any time. When we make changes, we will:

• Update the "Last Updated" date at the top of these Terms
• Notify you via email or through the Service
• Provide at least 30 days' notice for material changes

Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Service and cancel your subscription.

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13. Dispute Resolution

13.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, United States, without regard to its conflict of law principles.

13.2 Informal Resolution

Before filing a formal legal claim, you agree to first contact us at mickey@cwmstrategies.com to attempt to resolve the dispute informally. We will attempt to resolve the dispute within 60 days.

13.3 Arbitration

If we cannot resolve the dispute informally, any disputes arising from these Terms or your use of the Service shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Butler County, Pennsylvania.

Exceptions to Arbitration:

• Small claims court actions (under $10,000)
• Injunctive relief for intellectual property violations

13.4 Class Action Waiver

You agree that any arbitration or legal proceeding shall be conducted on an individual basis only. You waive any right to participate in a class action lawsuit or class-wide arbitration.

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14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and CWM Strategies, LLC regarding the Service and supersede all prior agreements.

14.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

14.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

14.4 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms to any successor or affiliate without restriction.

14.5 Force Majeure

We are not liable for any failure to perform our obligations under these Terms due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, or internet service failures.

14.6 No Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and CWM Strategies, LLC.

14.7 Notices

All notices to you will be sent to the email address associated with your account. All notices to us should be sent to mickey@cwmstrategies.com.

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15. Contact Information

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