These Bidrock Terms of Use (these "Terms") govern your access to and use of the Bidrock platform and Services (as defined below). Please read them carefully - by signing up, clicking to accept, or using the Services in any way, you agree to be bound by these Terms.
1. General Provisions
1.1. Through its software product, Bidrock, UAB, legal entity code 307144999, VAT code LT100017806813, address Draugystės g. 17-1, LT-51229 Kaunas, Republic of Lithuania, and/or its Affiliates (as defined below) ("Bidrock", "we" or "us") provide business owners and representatives with a variety of tools and resources to discover, evaluate and pursue public procurement opportunities - including aggregating public tenders from multiple public and third-party sources, matching tenders to the Customer's business domain and product or service catalogue, extracting required documents, deadlines and award criteria, providing pricing and market insights, and offering AI-assisted tools to help prepare and manage bids - including any add-on, feature or functionality Bidrock makes available to Customer from time to time (collectively, the "Services").
1.2. The Services are provided subject to these Terms, any Order Form (as defined below) entered into between Bidrock and Customer and which, by its terms, governs Customer's use of the Services, our Privacy Policy (the "Privacy Policy"), Data Processing Agreement (the "DPA") and any other guidelines, rules or operating policies that Bidrock may establish and post on the Website (as defined below) from time to time (collectively, the "Agreement"). The Agreement sets out the terms and conditions under which you are allowed to use the Services and how we'll treat your account while you are a Customer (as defined below).
1.3. In these Terms, Order Form means any online or written form or other communication provided by Bidrock evidencing the initial designation of the Services by the Customer and any subsequent orders to purchase the Services. Each Order Form is hereby incorporated into the Agreement and is subject to these Terms. In the event of a conflict between the terms contained in any Order Form and these Terms, the terms contained in the Terms shall prevail, except where these Terms expressly permit an Order Form to take precedence.
1.4. Customer hereby agrees Bidrock may provide some or all Services through its Affiliates (as defined herein), since we may operate as a group of related legal entities. For purposes of this Agreement, an "Affiliate" means a third party controlled by, controlling, or under common control with Bidrock; and "control" in relation to any entity means the ability to vote more than fifty percent (50%) of the voting securities of that entity or otherwise the ability to direct the management and policies of that entity. Bidrock Services may be provided through any of its Affiliates and Customer, by agreeing to these Terms, agrees to such provision of the Services.
1.5. As a customer of the Services, you are referred to herein as a "Customer" (or "you"). In the context of the Terms, this definition means a person who represents a legal entity and wishes to subscribe for and subscribes to the Services for business or professional purposes, i.e. not for personal, family or household needs.
1.6. In the Terms, Bidrock and the Customer are collectively referred to as the "Parties" and each individually as a "Party".
1.7. Bidrock and Customer each represents and warrants that: (i) it has full corporate right, power, and authority to enter into this Agreement and (ii) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a Party or is otherwise bound.
2. Services and Support
2.1. Services are offered through the website which is accessible via the URL www.bidrock.io (the "Website").
2.2. A modern browser such as the latest version of Microsoft Edge, Mozilla Firefox, Apple Safari or Google Chrome is required to use the Services. Additionally, a stable connection to the Internet is required. The Services may work in a limited manner on other web browsers, but the Services were not designed for use on web browsers other than those recommended above.
2.3. Customer agrees that Bidrock makes no guarantee as to the accuracy, completeness, timeliness or availability of public tender data, award data, pricing data, matching results or other information aggregated from public registers and third-party sources, since this information originates from sources outside Bidrock's control. The Services are provided to assist the Customer's own decision-making and do not constitute legal, procurement or professional advice.
2.4. Subject to the terms and conditions in the Agreement, during the Agreement Term (as defined below), Bidrock hereby grants you limited, non-exclusive, non-transferable, non-sublicensable, Territory (as defined herein)-wide, and revocable rights to access and use the Services solely for your internal business purposes. You agree your subscription to access and use the Services is not contingent on delivery of any future functionality or features or the delivery of any other services. For purposes hereof, "Territory" means the entire world.
2.5. Customer may permit its representatives and authorized users (the "Authorized Users") to use the Services on behalf of the Customer. Customer shall be responsible for each Authorized User's compliance with and breach of the Agreement.
2.6. Customer will not, and will not permit any Authorized User or other party to: (i) modify, adapt, alter, translate, or create derivative works of the Services; (ii) sublicense, lease, rent, loan, distribute, or otherwise transfer the Services or Documentation (as defined below) to any third party; (iii) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Bidrock); (iv) bypass, delete, or disable any copy protection or security mechanisms of the Services; (v) use or demonstrate the Services in any other way that is in competition with Bidrock; (vi) remove any notice of proprietary rights from the Services; (vii) attempt to gain unauthorized access to, or disrupt the integrity, performance or security of the Services or the data contained therein; (viii) use or copy the Services or Documentation, except as expressly allowed herein; or (ix) use the Services in violation of the Agreement. Bidrock shall have the right, but not the obligation, to review and monitor all use of the Services to ensure compliance with the terms and conditions of the Agreement.
2.7. Customer shall be responsible for setting up and configuring the Services, including without limitation any provisioning of access to the Services to its Authorized Users. Customer shall be responsible for obtaining and maintaining, at Customer's expense, all the necessary telecommunications, computer hardware, software, services, and Internet connectivity required by Customer or any Authorized User to access the Services from the Internet. If Bidrock assists or advises Customer with any Services setup, configuration, or support, in no event shall such assistance or advice be construed as legal advice.
2.8. Bidrock shall be entitled, without liability to Customer, to immediately suspend, terminate or limit Customer's access to the Services at any time in the event Bidrock determines, in its reasonable discretion, that (i) the Services are being used by Customer, or its Authorized Users, in violation of any applicable laws or regulations or this Agreement; (ii) the Services are being used by Customer in an unauthorized, inappropriate, or fraudulent manner; (iii) the use of the Services by Customer adversely affects Bidrock's Services to others; (iv) Bidrock is prohibited by an order of a court or other governmental agency from providing the Services; (v) there is a denial of service attack or any other event which Bidrock determines, in its sole discretion, may create a risk to the Services or to any other customers if the Services were not suspended; (vi) there is a security incident or other disaster that impacts the Services or the security of the Services, Customer's account or Customer Data (as defined below); or (vii) any amount due under the Agreement is not received by Bidrock within fifteen (15) days after it was due. Without limiting the generality of this Section, Bidrock shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Customer's right to use the Services pursuant to this Section.
2.9. Customer acknowledges that Bidrock may continually develop, deliver, and provide to Customer on-going innovation to the Services in the form of new features, functionality, and efficiencies. Accordingly, Bidrock reserves the right to modify the Services from time to time. Some modifications will be provided to Customer at no additional charge. In the event Bidrock adds additional functionality to a particular Service, Bidrock may condition the implementation of such modifications on Customer's payment of additional Charges.
2.10. The Customer undertakes to get acquainted with the Documentation (as described below) and demonstrational tutorials, which are accessible via the Website, to use the Services in the way it should be done. If Customer has any questions regarding the use of the Services, the Customer may contact Bidrock for guidance or support.
2.11. If Bidrock performs professional services (e.g. onboarding, importing data, configuring integrations, or setting up your company profile) on behalf of the Customer pursuant to the Agreement, you understand Bidrock's ability to meet the deadlines in the Agreement related to professional services are conditioned on your timely response to Bidrock's requests for information and other inputs. You agree Bidrock is not in breach of the Agreement for delays caused by your failure to provide timely responses, and those delays do not affect your payment obligations under the Agreement.
3. Requirements for the Customer and/or Authorized User
3.1. To use Bidrock, you and/or the Authorized User must: (i) be at least eighteen (18) years old and legally capable to enter a contractual relationship; (ii) complete the registration following the instructions provided for on the Website; (iii) agree to the terms and conditions set forth in the Agreement; and (iv) provide true, complete, and up to date legal and contact information. If you sign up for Bidrock Services on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms on their behalf.
3.2. By using the Services, you represent and warrant that you are a business owner and/or represent a business enterprise and will use the Services only for business purposes.
3.3. By using the Services, you represent and warrant that you meet all the requirements listed herein, and that you won't use the Services in a way that violates any laws or regulations. Bidrock may refuse Services, close accounts of any users, and change eligibility requirements at any time.
4. Agreement Term
4.1. The term of the Agreement (the "Agreement Term") begins when you sign up for Bidrock Services or first use the Services and continues as long as you use the Services. Clicking the button and entering your username means that you've officially "signed" these Terms.
5. Account and Password
5.1. The Services are provided to Customer via a dedicated account on the Website, pursuant to which Customer will create a unique user-id and password. Each organization is linked to a separate account.
5.2. Customer is solely responsible for protecting its user-id, password, its account and all other data and access made available to it in connection with the execution and performance of the Agreement. Customer shall use reasonable efforts to prevent unauthorized access to or use of its account and the Services. Customer is solely and fully responsible for all activities that occur in connection with its account and its use of the Services. In the event Customer believes Customer's account has been compromised, including any unauthorized use or access of the Services or any other known or suspected breach of security, Customer shall immediately notify Bidrock by email to admin@bidrock.io, but not later than twenty-four (24) hours following discovery of such breach.
5.3. If the Customer provides incorrect, incomplete, or inaccurate data, Bidrock shall be entitled to apply all or any of the following measures immediately and without notifying the Customer: (i) refuse registration of the Customer; (ii) cancel the Customer's registration; (iii) restrict or suspend the provision of all or part of the Services to the Customer; (iv) delete any Customer's data processed by Bidrock.
5.4. You are solely responsible for any losses, damages, fees, or liability due to your lost, stolen, hacked or otherwise compromised user-ids and passwords.
5.5. We don't have access to your current password, and for security reasons, we may only reset your password.
6. Charges and Payments
6.1. We provide both a free plan (the "Free plan") and paid plans (e.g. "Starter", "Professional" and "Enterprise"). All the afore-mentioned Services are provided on a per-account basis. All the features of the plans are posted on the Website. Bidrock may introduce, modify, limit or discontinue the Free plan or any paid plan, and change the features or limits of any plan, at any time in accordance with Section 6.10.
6.2. All charges for the paid Services (the "Charges") are posted on the Website or otherwise set forth in the Agreement. You agree to pay Charges for paid Services according to these Terms. Charges paid by Customer are non-refundable.
6.3. The paid Services are a prepaid subscription service with monthly (30 days) billing periods, unless otherwise set forth in an Order Form. When you purchase Services, you acknowledge and agree that your subscription will automatically renew at the end of each applicable billing period, unless you cancel it before the renewal date. By submitting your payment information and subscribing to the Service, you authorize Bidrock to charge your selected payment method the applicable subscription fees in advance on a recurring basis, without the need for further authorization, until you cancel your subscription. You may cancel your subscription at any time by logging into your account or by contacting our support team at admin@bidrock.io. Cancellation will take effect at the end of your current billing period, and you will not be charged for subsequent periods. Subject to Bidrock's offering at the time of purchase, you may choose to prepay for a longer initial billing period (e.g., a quarter or a year).
6.4. The Customer undertakes to ensure that the Charges for the Services are paid promptly, but no later than fifteen (15) days after the start of the new billing period.
6.5. As long as you're using paid Services, you'll provide Bidrock's third-party payment processor with valid credit or debit card (the "Card") information and authorize us to deduct the applicable Charges from that Card. You undertake to replace the information for any Card that expires with information for a different valid Card. Anyone using a Card represents and warrants that he or she is authorized to use that Card, and that all charges may be billed to that Card, and it won't be rejected. If, for some reason, our third-party payment processor is unable to process your Card, we'll try to charge it again over the following few days. Consecutive charge retries do not change and/or extend your renewal date. No Card is required while using the Free plan.
6.6. Payments are due every thirty (30) days starting from your first payment. In case of an unsuccessful charge to a Card, we'll automatically suspend the paid features of your plan (downgrade to the Free plan) until Charges for the Services can be successfully processed.
6.7. If Bidrock fails to resolve an issue with the Customer resulting from a Card decline or expiration, Bidrock may automatically suspend the paid features of the Services (downgrade to the Free plan) until the Charges can be successfully processed, or terminate the Customer's account and/or the Agreement due to non-payment.
6.8. Customer agrees to notify Bidrock of all billing disputes within fourteen (14) days of the start of the new billing period, and disputes not made within that time are waived. Late payments, including those resulting from Card declines, will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. If Bidrock must initiate a collections process to recover Charges due and payable hereunder, then Bidrock shall be entitled to recover from Customer all costs associated with such collection efforts, including but not limited to reasonable attorneys' charges. In the event Bidrock delivers to Customer an invoice for any Charges or interest payments owed hereunder, such invoiced amounts shall be due within fifteen (15) days of the date of such invoice.
6.9. If you exceed the limits included in your plan (for example, the number of Authorized Users or other usage limits), your plan may be automatically upgraded to the appropriate higher paid tier during the next billing cycle. In such a scenario the Customer may also upgrade to the higher paid tier earlier, manually.
6.10. We may introduce new Services, cancel existing free or paid Services at any time, and change Charges from time to time. You will be informed about material changes to the Services and any changes to the Charges, along with information on how to cancel, at least thirty (30) days in advance via email and/or in your account. Your continued use of the Services after these changes, or failure to cancel the subscription before the effective date of these changes, will constitute your acceptance of the changes.
6.11. All Charges for Services are calculated in euros (EUR) and your Card will be charged in euros. Charges shown in other currencies are provided for information purposes only and may fluctuate due to exchange rate changes.
6.12. You are responsible for any taxes imposed on the Services except in cases where EU or any other applicable legislation requires us to collect the taxes.
6.13. Reselling of the Services to third parties is permitted only if you sign a specific written agreement with Bidrock.
7. Termination and Inactivity
7.1. Except as otherwise set forth in an Order Form, you or Bidrock may terminate this Agreement at any time and for any reason by giving notice to the other Party. Termination of the Agreement means that you will lose access to your account and the Services that you have subscribed to. You must explicitly cancel your subscription to paid Services on the Website or by writing to admin@bidrock.io before the next payment date, or your subscription will automatically renew, and you will be charged for the subscription of the Services. In case of auto-renewal, all paid Services will be provided to you for the next period including data storage, data manipulation and access to all tools included in your plan. If you have more than one account with Bidrock, you must cancel each account separately.
7.2. We may at any time terminate the Agreement if: (i) you have breached any provision of the Agreement (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Agreement); (ii) we are required to do so by law (for example, where the provision of the Services to you is or becomes unlawful); (iii) the provision of the Services to you by us is, in our opinion, no longer commercially viable; or (iv) we have elected to discontinue the Services (or any part thereof).
7.3. Upon termination or expiration of this Agreement for any reason: (i) all rights and obligations of both Parties, including all licenses granted hereunder, shall immediately terminate (except that all payment obligations accrued prior to termination or expiration shall survive); (ii) each Party shall comply with the obligations to return or destroy all Confidential Information of the other Party; and (iii) Bidrock will permanently delete the Customer Data and any other data contained in the Customer's account.
7.4. If you do not log in to your account for three (3) months or more, we may treat your account as "inactive" and permanently delete the account and all the data associated with it.
7.5. If Bidrock terminates this Agreement because you breached this Agreement or any applicable laws, no refund will be issued even if you have unused, prepaid amounts for Services under this Agreement.
7.6. For all accounts, Bidrock may charge an account reactivation fee should an account need to be reactivated by a Customer after the account has become de-activated due to a breach of this Agreement and/or a long period of inactivity.
8. Intellectual Property Rights
8.1. Unless we expressly agree otherwise in the Agreement, all Software (as defined below), the Services, and all intellectual property rights associated with the Software and Services, are the sole and exclusive property of Bidrock. Subject to your full and complete payment of all amounts due to Bidrock therefor, to the extent Bidrock provides you or your end users with audio, visual, audiovisual, textual, and/or interactive works or materials, in any form, as part of the Services (individually and collectively, the "Bidrock Content"), Bidrock grants you a non-exclusive, non-transferable, non-sublicensable, revocable, Territory-wide, limited license to use the Bidrock Content solely in connection with your use of the Services. You agree not to use, copy, remove, publish, distribute, perform, or display any Bidrock Content, or any portion thereof, in any other context or website or in connection with any other service. Except for the license granted in this Section, this is an agreement for Services, and you are not granted any licenses under the Agreement. You will not take any actions inconsistent with our ownership of each of our rights in the Software and the Bidrock Content.
8.2. Bidrock acknowledges and agrees you are the exclusive owner of all creative content provided to Bidrock by or on your behalf under the Agreement (the "Customer Content"); provided, you hereby grant to Bidrock a non-exclusive, Territory-wide, revocable, limited, fully paid-up license to use the Customer Content and the intellectual property rights associated with the Customer Content in connection with our performance of the Services. Except as otherwise expressly permitted during Bidrock's performance of the Services, you retain all right, title and interest in and to the Customer Content.
8.3. In connection with the rights and licenses granted by Bidrock under the Agreement, Bidrock may provide you with user manuals, reference manuals, releases, application and methodology notes, written utility programs, and other materials (collectively, the "Documentation"). Bidrock is the sole and exclusive owner of all right, title and interest in and to the Documentation and all the intellectual property rights associated with the Documentation.
8.4. You agree you will not, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, Documentation, Bidrock Content or data related to the Services ("Software"); (ii) remove any proprietary notices or labels from the Services or any Software, or reproduce or copy the Software or the Services or any part thereof; (iii) modify, translate, or create derivative works based on the Services or any Software; (iv) copy, sell, license, sublicense, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services, the Bidrock Content, or any Software; (v) create any derivative product from any of the foregoing; (vi) without our express written permission, introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Services; (vii) perform or publish any performance or benchmark tests or analyses relating to the Services or the use thereof; (viii) upload, link to or post any portion of the Software and/or the Bidrock Content on a bulletin board, intranet, extranet or website; (ix) use or distribute the Software and/or the Bidrock Content in violation of any applicable laws, regulations or export restrictions; (x) possess or use the Software in any format other than machine-readable format; (xi) use the licenses and rights granted under the Agreement to design, develop or distribute a commercial product or service that competes with the Services; (xii) circumvent or attempt to circumvent any technological measures designed to enforce certain limitations or instructions with respect to your use of the Services; (xiii) use the Services to upload, send or store infringing, obscene, threatening, harassing, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; or (xiv) allow third parties to gain access to the Services or to otherwise use the Services in any manner other than as expressly permitted in this Agreement. Bidrock reserves all rights in the Services not explicitly granted herein. If Customer uses the Services in any country within the European Union, the prohibitions set forth herein will not affect Customer's rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.
8.5. The Services shall be used for your internal business purposes only and you shall not use the Services or any Software for the benefit of a third party. If you intend to use the Services as an agency or freelancer for the benefit of your client, please contact Bidrock.
8.6. You acknowledge and agree that the Services, the Software, the company names and logos and all related product and service names, design marks and slogans, and all other material comprising the Software or the Services, are the property of Bidrock or its Affiliates or suppliers (collectively, the "Marks"). Unless stated otherwise, all Marks are protected as copyright, trade dress, trademarks and/or other intellectual properties owned by Bidrock or by other parties that have licensed their material to Bidrock. You are not authorized to use any of the Marks in any advertising, publicity, or any other commercial manner without the prior written consent of Bidrock. Your use of the Services confers no title or ownership in the Services, the Software or the Marks, and is not a sale of any rights in the Services, the Software, or the Marks. All ownership rights remain in Bidrock or its third-party suppliers.
8.7. You acknowledge and agree that any comments, suggestions, improvements, ideas and/or reports provided to Bidrock ("Feedback") shall be the property of Bidrock and you hereby irrevocably transfer and assign to Bidrock such Feedback, and all associated intellectual property rights, provided however that you shall be free to use such Feedback in the ordinary conduct of your business. Customer hereby grants Bidrock, on behalf of itself and its Authorized Users, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Bidrock products, Services, and other business activities, including marketing.
9. Privacy Policy and Processing of Personal Data; Customer Data
9.1. Bidrock shall be acting as the controller of the personal data in relation to the data provided by the Customer during registration.
9.2. When providing the Services, Bidrock shall be acting as a processor of personal data acting on behalf of the Customer and shall process and store the personal data contained in the Customer Data (as defined below) controlled by the Customer only as long as the Services are provided. Such processing is governed by the DPA, which is hereby incorporated into this Agreement by reference.
9.3. Provisions related to the protection and processing of the personal data being processed are set out in the Privacy Policy which is published on the Website. We may use and disclose your information in connection with the provision of the Services according to our Privacy Policy. From time to time, we may modify the Privacy Policy and any such modifications shall become effective once posted.
9.4. The Customer undertakes to ensure that the processing of personal data controlled by the Customer, which is necessary for the purposes of using the Services, does not infringe the rights and legitimate interests of data subjects or other third parties. Accordingly, the Customer shall bear all the associated risks.
9.5. We may view, copy, and internally analyze content from the Customer Data and the Customer's account to create algorithms and programs ("Tools") that help us operate, secure and improve the Services and spot problem accounts. We use these Tools to find Customers who violate these Terms or applicable laws.
9.6. "Customer Data" means any data, content, files, company and product information, configurations and other materials that the Customer or its Authorized Users submit to, upload to, or generate within the Services. You represent and warrant that you have obtained all rights, consents and permissions necessary to submit the Customer Data to the Services and that your submission and use of the Customer Data does not infringe the rights of any third party or violate any applicable law. Bidrock will not own any Customer Data, but Customer grants to Bidrock: (i) a non-exclusive, limited, fully-paid up, Territory-wide license to use the Customer Data in connection with the Services; and (ii) a non-exclusive, perpetual, irrevocable, fully-paid up, sublicensable, Territory-wide license to use, compile and analyze data derived from the use of the Services in aggregate and anonymized formats that do not identify, reference or imply an association with the Customer, for the purposes of creating benchmarking, statistical, research and product-improvement analyses, reports and studies. Customer is not permitted to collect or submit any payment card information or personal medical or health-related information in the Services. Bidrock will not be responsible or liable for any loss or correction of any Customer Data. To the extent Bidrock processes personal data subject to the EU General Data Protection Regulation (EU) 2016/679 (the "GDPR"), such processing will be subject to the terms and conditions set forth in the DPA, which is incorporated herein by reference.
9.7. Customer has and retains sole responsibility for all Customer Data and content it submits to or generates within the Services (to the extent not developed or provided by Bidrock hereunder). Customer warrants its use of the Services and the Customer Data is and will at all times be: (i) in accordance with all applicable laws, rules and regulations; and (ii) without infringement or misappropriation of any intellectual property right or other rights of a third party.
9.8. Bidrock may suspend the Services upon delivery to Customer of a written notice at least three (3) days prior to the effective date of such suspension that describes the basis for such suspension if Bidrock reasonably believes Customer: (i) violated or is violating any applicable law, statute or regulation in connection with Customer's use of such Services; (ii) breached or is breaching any term or condition set forth in this Agreement; or (iii) violated or is violating any third party rights. Bidrock and Customer agree to use diligent efforts to resolve such issues to Bidrock's reasonable satisfaction during such three (3)-day period. If such issues are not resolved during such period, Bidrock may suspend any such Services until Customer provides Bidrock with information and material sufficient to demonstrate that Customer resolved such issues.
10. AI Features
10.1. For the purposes of this Section 10:
- 10.1.1. "AI Features" means features or functionality of the Services that generate, analyze, recommend, or take actions using machine learning, artificial intelligence, or similar techniques.
- 10.1.2. "AI Input" means any prompt, data, text, content, or other materials submitted or provided to an AI Feature by Customer or Authorized Users.
- 10.1.3. "AI Output" means any data, text, image, content, or other materials generated by or returned from an AI Feature in response to AI Input.
- 10.1.4. "AI Agent" means any artificial intelligence client, model, tool, or agent that connects to the Services through the Model Context Protocol (MCP), the Bidrock API, or any other integration mechanism offered or approved by Bidrock.
- 10.1.5. "Third-Party AI Providers" means the third parties that supply models, infrastructure, or hosting used by Bidrock to provide AI Features.
10.2. The Services may include AI Features that assist Customer with tasks such as summarizing tenders, answering tender questions, extracting documents and requirements, content generation, analytics, and similar functions. AI Features may combine (i) algorithms and models developed internally by Bidrock and (ii) models supplied by Third-Party AI Providers. Any use of AI Features is subject to this Section 10 and to the rest of the Agreement.
10.3. As between Bidrock and Customer, and to the extent permitted by law, Customer (i) retains all ownership rights in AI Inputs, and (ii) owns all AI Outputs generated for Customer's account. Bidrock hereby assigns to Customer any and all rights that Bidrock may have in such AI Outputs. This assignment does not transfer any right, title, or interest in the underlying AI Features, algorithms, or models, which Bidrock and its licensors retain. Customer acknowledges that AI Outputs may not be unique and that identical or similar AI Outputs may be generated for other customers or third parties.
10.4. Customer is solely responsible for its AI Inputs, AI Outputs, and for ensuring they comply with this Agreement, including Section 13 (Acceptable Use), and all applicable laws. Customer acknowledges and agrees that: (i) AI Outputs may be inaccurate, incomplete, biased, misleading, or otherwise unsuitable for Customer's particular context, and Customer must review them using human judgment before use, reliance, or dissemination; and (ii) Customer will not submit to AI Features any data prohibited under these Terms, or any other information Customer is restricted from using or sharing (e.g. third party confidential information).
10.5. Bidrock only provides AI Features that present minimal or limited risks in accordance with Regulation (EU) 2024/1689 (the "EU AI Act"). The AI Features serve the limited intended purposes described in the Documentation, and Bidrock does not provide general-purpose AI models or high-risk AI systems within the meaning of the EU AI Act. Before launching any AI Feature, Bidrock puts appropriate technical and organisational safeguards in place. Where a Third-Party AI Provider is involved, that provider's own safety and governance controls apply alongside ours.
10.6. The Services may support connections to AI Agents, including through the Model Context Protocol (MCP), the Bidrock API, or integrations offered or approved by Bidrock. When an AI Agent connects to Customer's account: (i) Customer is responsible for authorizing the AI Agent and for the scope, permissions, credentials, and authentication mechanisms it grants to the AI Agent, including for actions that read, create, modify, or delete data in Customer's account; (ii) Customer authorizes Bidrock to accept and act on instructions received from the AI Agent as if those instructions had been given by Customer or its Authorized Users, and Customer is responsible for all such instructions; (iii) any data shared with, or output received from, an AI Agent is also governed by the terms of use and privacy practices of the AI Agent's provider, which Customer is responsible for reviewing and accepting; and (iv) Customer is responsible for monitoring, reviewing, and approving each action proposed or taken by the AI Agent, and for independently verifying any analysis, recommendation, or output the AI Agent provides before relying on it, and for ensuring that data shared with or routed through an AI Agent complies with the data restrictions in these Terms. Bidrock makes AI Agent connections available as a mechanism only. Bidrock does not endorse any AI Agent and makes no representations or warranties regarding the functionality, security, privacy practices, or outputs of any AI Agent. Bidrock will not be responsible or liable for any act, omission, damage, loss, claim, or expense arising from or in connection with Customer's use of, or reliance on, any AI Agent. Bidrock may immediately suspend, limit, or terminate any AI Agent connection at any time without notice where Bidrock reasonably determines that doing so is necessary to protect the Services, Bidrock, Customer's account, or any third party.
10.7. Without limiting Section 2.9 or Section 22, Bidrock may modify, limit, suspend, replace, or discontinue any AI Feature or any AI Agent connection at any time for any reason, including where a Third-Party AI Provider changes its terms, becomes unavailable, or where Bidrock reasonably determines that continued provision presents a legal, safety, or operational risk.
11. Storage and Security
11.1. Bidrock agrees the Customer Data will be processed and stored through the Services in a secure data center owned by the Hosting Service Provider (as defined below). Bidrock shall not change such data center in which the Customer Data is processed and stored without providing Customer with reasonable prior notice thereof and shall ensure that any such relocation does not materially and adversely affect Customer. Any such relocation shall be at Bidrock's sole cost and expense.
11.2. To the extent under Bidrock's control, we will establish security measures in accordance with commercially reasonable industry practices, designed to protect against unauthorized access to, or alteration, loss, or destruction of, your Confidential Information (as defined below) under Bidrock's control.
11.3. To the extent under its control, Bidrock shall establish and implement commercially reasonable disaster recovery procedures. Bidrock shall update and test the operability of the disaster recovery plan from time to time, at its discretion. All such testing shall be performed in such a manner as to minimize disruption to the Services.
11.4. Bidrock stores Customer information with a globally recognized third-party hosting service provider (the "Hosting Service Provider"). Unless prohibited by applicable law or contract, Bidrock upon a reasonable request of the Customer will provide Customer with copies of audit reports with respect to the Hosting Service Provider that Bidrock receives from such Hosting Service Provider (subject to your execution of the Hosting Service Provider's standard non-disclosure agreement, if applicable).
11.5. Bidrock is committed to the security of our users and their information. We encourage anyone who discovers a security vulnerability related to our platform to report it immediately by emailing admin@bidrock.io. We appreciate the efforts of security researchers who bring these vulnerabilities to our attention. In line with our commitment to security, we pledge to acknowledge all reported vulnerabilities within 24 hours.
12. Third Party Products and Services
12.1. The Services aggregate information from public registers and public procurement sources, and may interact with information provided through Customer's accounts with certain third-party services and products (the "Third Party Accounts"), such as CRM or other tools the Customer chooses to connect. Any business relationship, exchange of data or other interaction between Customer and a third party, and/or any purchase, download or use by Customer of any product or service offered by a third party, is solely between Customer and such third party. While Bidrock may recommend a third party and/or rely on data or information provided or generated by public sources or a third party's products and services, Customer acknowledges Bidrock does not warrant the accuracy, reliability, or completeness of any third-party or public data and information. Customer also agrees Bidrock is not liable for any acts or omissions based on its reliance on such data and information, or any loss or liability caused by a third party. The termination of Customer's access to, or use of, any Third Party Account will not terminate the Agreement, and Bidrock is not responsible for any effect on the Services arising from such termination.
13. Acceptable Use
13.1. Customer will use the Services only for lawful business purposes and in compliance with the Agreement and all applicable laws and regulations. Customer shall not, and shall not permit any Authorized User or third party to: (i) use the Services to upload, store, send or distribute any unlawful, infringing, obscene, threatening, harassing, libelous or otherwise objectionable content; (ii) use the Services in any way that infringes or misappropriates the intellectual property, privacy or other rights of any third party; (iii) attempt to gain unauthorized access to, interfere with, or disrupt the integrity, performance or security of the Services or any data contained therein; (iv) transmit any viruses, worms, or other malicious code; or (v) use the Services to develop or operate a competing product or service.
13.2. Customer shall be responsible for compliance with all applicable laws and regulations applicable to Customer's use of the Services and the Customer Data. Customer acknowledges and agrees that Bidrock (i) does not control or monitor the Customer Data or guarantee its accuracy, integrity, security, or quality, and (ii) is not responsible for obtaining any necessary consents or permissions in respect of the Customer Data the Customer uploads to the Services. Customer is responsible for ensuring that all Authorized Users comply with this Section and with applicable laws.
14. Limitation of Liability
14.1. To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of the Services. We and/or our Affiliates won't be liable for any special, indirect, incidental, exemplary, lost profits, remote, cover, punitive, or consequential damages under any circumstances, even if they're based on negligence or we've been advised of the possibility of those damages. Our total liability for all claims made about the Services in any month will be no more than what you paid us for the Services the month before. No claim may be asserted by a Party against the other Party more than twelve (12) months after the date the Agreement terminates or expires. Nothing set forth herein shall exclude or limit liability to a greater extent than is permitted by applicable law, or shall exclude or limit liability for fraud, fraudulent misrepresentation or for death or personal injury caused by negligence.
14.2. You acknowledge we do not control the transfer of data over communication facilities, including the Internet, and the Services may be subject to problems inherent in the use of such communication facilities. We will not be liable for any delays, delivery failures or other damage resulting from issues outside our control.
14.3. The Parties agree they enter into the Agreement in reliance upon the limitations of liability above, which allocate risk between Bidrock and you and form a basis of the bargain between the Parties.
15. Representations and Warranties
15.1. To the maximum extent permitted by law, we provide the Services "as-is" and as available. That means that except to the extent expressly set forth in the Agreement, we don't provide warranties of any kind, either express or implied. We do not warrant the Services will meet your requirements nor do we provide any warranty about results that may be obtained by using the Services, including any decision to participate in, or the outcome of, any public tender. The Services may rely on third-party software and hardware, and we make no representations, promises, or guarantees regarding third-party software and hardware. Bidrock does not warrant the Services will be uninterrupted or error-free. The Services are not intended to replace your professional skills or judgment.
15.2. From time to time down-time of the Services, either scheduled or unscheduled, may occur. Bidrock will work within reason to ensure this amount of down-time is limited. We shall not be held liable for:
- 15.2.1. Temporary and/or permanent downtime and/or malfunction, or temporary unavailability of the Services, provided it was caused by objective reasons;
- 15.2.2. Loss of or damage to the Customer's data, unless this occurred due to our fault or gross negligence;
- 15.2.3. Storage of information and data - transferred by the Customer to the Bidrock server while using the Services - upon termination of the use of the Services.
15.3. Bidrock cannot guarantee that any file or program available via the Services is free from viruses or other conditions which could damage or interfere with data, hardware, or software with which it might be used. You assume all risk of use of all files associated with the Services, and you release Bidrock entirely of all responsibility for any consequences of its use.
15.4. Each Party represents and warrants that: (i) it is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation; (ii) it has the full right, power, and authority to enter into the Agreement and to perform its obligations under the Agreement; and (iii) the Agreement has been duly executed by its authorized representative and is legally binding upon it and enforceable in accordance with its terms.
16. Indemnity
16.1. Customer will indemnify, defend, and hold Bidrock, its officers, directors, Affiliates, subsidiaries, licensors, agents, and employees harmless from and against all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys' charges and court costs, arising out of or relating to Customer's use of the Services, the Customer Data, or Customer's breach of the Agreement or applicable law.
16.2. The indemnifying Party's obligations as set forth above are expressly conditioned upon each of the foregoing: (i) the indemnified Party shall promptly notify the indemnifying Party in writing of any threatened or actual claim or suit; (ii) the indemnifying Party shall have sole control of the defense or settlement of any claim or suit; and (iii) the indemnified Party shall cooperate with the indemnifying Party to facilitate the settlement or defense of any claim or suit.
17. Equitable Relief
17.1. If you violate the Agreement, then we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief.
18. Disclaimers
18.1. We aren't responsible for the behavior of any third-party providers, linked websites, or other Customers.
19. Assignments
19.1. You may not assign any of your rights under the Agreement to anyone else. We may assign our rights to an Affiliate, or any other individual or entity, at our discretion.
20. Choice of Law and Jurisdiction
20.1. The Republic of Lithuania's laws will apply to any dispute related to the Agreement or the Services.
20.2. All disagreements between Bidrock and the Customer regarding the implementation of these Terms shall be resolved through negotiations. If the Parties fail to resolve the dispute through negotiations within thirty (30) days from the initiation of negotiations, such dispute shall be finally settled in the courts in accordance with the laws of the Republic of Lithuania.
21. Force Majeure
21.1. If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.
22. Survivability and Amendment of the Terms
22.1. As the Services are constantly improving and evolving to ensure a more convenient and safer use, we reserve the right to amend the Terms unilaterally.
22.2. Bidrock will notify the Customer of any amendments to the Terms by sending them to Customer by email or via its account. Amendments to the Terms will take effect thirty (30) days after sending them to the Customer.
22.3. By continuing the use of the Services, including but not limited to extending the Services or ordering new Services after the taking effect of amendments to the Terms, the Customer acknowledges that it has acquainted itself with such amendments and fully agrees to them.
22.4. The Services ordered before the amendment of the Terms shall be provided in the order and within the terms established in the Terms in force at that time.
23. Severability
23.1. If it turns out that a section of the Agreement isn't enforceable, then that section will be removed or edited as little as necessary, and the rest of the Agreement will still be valid.
24. Amendments and Waiver
24.1. Amendments or changes to the Agreement won't be effective until we post revised Terms on the Website. If we don't immediately act on a violation of these Terms, we're not giving up any rights under the Terms, and we may still act at some point.
24.2. If you have a written agreement (the "Written Agreement") with us to use the Bidrock Services and there's a conflict between these Terms and the Written Agreement, the Written Agreement will prevail. You are bound by these Terms in all matters that are not covered by the Written Agreement.
24.3. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
25. Notification of Security Breach
25.1. In the event of a security breach that may affect you or the personal data contained in your account, we'll notify you of the breach and provide a description of what happened. If we determine and notify you that you need to forward all or part of that information to affected individuals, you undertake to promptly do so.
26. Notices
26.1. Bidrock shall send notices and otherwise keep in touch via the email address or telephone number provided during the Customer's registration, or in any other way the Customer can be reached.
26.2. Any notice to us will be effective when delivered to us by email to admin@bidrock.io, via our customer support chat (for more general questions), or to any other address as we may later post on the Website or in any other form.
26.3. The Parties agree that the presence of a copy of an e-mail or other message addressed to the Customer on our server (database or other device storing the relevant information) shall be appropriate proof of the sending of any information.
27. Marketing
27.1. Customer agrees that Bidrock may refer to Customer by name, logo, and trademark in Bidrock's marketing materials and the Website. Customer acknowledges and agrees that Bidrock does not certify or endorse, and has no obligation to certify or endorse, any of Customer's products, services, or content.
28. Confidentiality
28.1. The Receiving Party (as defined herein) will hold confidential, not use except as otherwise authorized herein, and protect from unauthorized disclosures to third parties the Confidential Information of a Disclosing Party (as defined herein). For purposes hereof, "Confidential Information" means any information disclosed or otherwise made available by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") that relates to such Disclosing Party and that reasonably should be known to the Receiving Party to be confidential or proprietary to the Disclosing Party due to the circumstances of disclosure or the nature of the information disclosed. Confidential Information will not include information that: (i) was publicly available, or that subsequently becomes publicly available, except by wrongful disclosure hereunder by a Receiving Party; (ii) was in a Receiving Party's possession prior to receipt of the same hereunder, as evidenced by such Receiving Party's prior written records; (iii) was received from a third party who was not known by such Receiving Party to be under any obligation of confidentiality with respect to such information or to have violated applicable law; or (iv) is approved in writing for release by the Disclosing Party.
28.2. Nothing set forth herein shall be construed to prohibit Bidrock from disclosing a Customer's Confidential Information to any third party that has a need to know such information in connection with the Agreement or with Bidrock's enforcement of its rights under the Agreement.
28.3. From time to time, a Receiving Party may be required to disclose a Disclosing Party's Confidential Information by order or other requirement of a court (e.g. subpoena), administrative agency, or other governmental body or applicable law. In such event, the Receiving Party is permitted to disclose such information to the extent necessary to comply with such order or legal requirement. Before any such disclosure, the Receiving Party will notify such Disclosing Party in writing of the applicable order or subpoena (unless it is prohibited by applicable law from doing so) and will provide such Disclosing Party with a reasonable opportunity to stop disclosure of such information.
29. Relationship of the Parties
29.1. The relationship of the Parties established by the Agreement is that of independent contractors, and nothing contained in the Agreement shall be construed to create a joint venture or partnership between the Parties or to give either Party the power to act as agent for the other or to enter into any agreement on behalf of the other Party.