Terms of Use — FedPrimer

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING FEDPRIMER. BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE APPLICATION OR ANY PORTION OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND UNCONDITIONALLY AGREE TO BE LEGALLY BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE TO EVERY PROVISION OF THESE TERMS, YOU MUST IMMEDIATELY CEASE ALL USE OF FEDPRIMER AND DELETE THE APPLICATION FROM ALL DEVICES.

1. What FedPrimer Does

FedPrimer is a mobile application developed and operated by Gcexperts LLC, a Texas limited liability company ("Company," "we," "us," or "our"), designed to assist small trade contractors in the process of pursuing opportunities in the federal government marketplace. The application provides, among other things: (a) an AI-powered coaching interface intended to provide general, informational guidance regarding federal contracting processes; (b) a bid-matching feature that surfaces federal procurement opportunities sourced from publicly available government data; (c) a SAM.gov registration progress tracker designed to assist users in monitoring, at a high level, steps commonly associated with System for Award Management registration; and (d) a business readiness scorecard tool that generates indicative assessments based on information provided by the user.

FedPrimer is a general informational and organizational tool. It is not a government service, is not affiliated with any federal agency, and does not constitute professional advice of any kind. The Company expressly reserves the right to add, modify, suspend, or discontinue any feature or functionality at any time, with or without notice, at the sole discretion of the Company.

2. Acceptance of Terms

These Terms of Use ("Terms"), together with the Privacy Policy available at /privacy.html, constitute a legally binding agreement between you ("User," "you," or "your") and Gcexperts LLC governing all access to and use of FedPrimer (the "Application") and any related services, features, content, or functionality made available by the Company from time to time (collectively, the "Services"). Your access to and use of the Services is expressly conditioned upon your acceptance of, and compliance with, these Terms in their entirety. These Terms apply to all visitors, users, and others who access or use the Services.

3. Free Access Period — Conditional License

Subject to your compliance with these Terms, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Application during the free access period described herein. This license is conditioned upon the following terms and is subject to revocation at any time, with or without cause, at the sole discretion of the Company:

Conditional Free Access. The Services are provided at no charge to eligible users during the period prior to the User's first federal government contract award that is attributable to, or facilitated in part by, use of FedPrimer. The Company expressly reserves the right to determine, in its sole and absolute discretion, whether a contract award triggers the conclusion of the free access period.
Monitoring of Public Records. By using the Services, you acknowledge and consent to the fact that the Company may, from time to time and to the extent permitted by applicable law, monitor publicly available government contracting databases, award notices, and related public records for the purpose of identifying contract awards associated with users of the Application. Such monitoring is conducted solely for the administration of the conditional access program described herein.
Termination of Free Access Upon Award. Upon the Company's determination, in its reasonable discretion, that a User has been awarded a federal government contract, the Company may, upon reasonable notice, modify the terms of access, introduce applicable pricing, or otherwise transition the User's access tier. "Reasonable notice" for purposes of this provision shall mean not less than seven (7) calendar days' electronic notice to the email address or phone number associated with the User's account, except where circumstances reasonably require shorter notice.
Revocation. The Company reserves the right to revoke, suspend, or modify this license at any time, for any reason or no reason, upon notice or without notice, including but not limited to for violation of these Terms, suspected fraudulent activity, inaccurate account information, or cessation of business operations.

4. Eligibility

Access to and use of the Services is restricted to individuals and entities that satisfy all of the following eligibility requirements, as determined in the Company's sole discretion:

Age. You must be at least eighteen (18) years of age. By using the Services, you represent and warrant that you are at least eighteen (18) years of age. If you are under eighteen (18), you are strictly prohibited from accessing or using the Services.
Geographic Restriction. The Services are intended solely for use within the United States of America and its territories. Access from outside the United States is prohibited without the express prior written consent of the Company. By using the Services, you represent that you are located in the United States.
Legitimate Business Purpose. You represent and warrant that you are a sole proprietor, officer, employee, or authorized representative of a lawfully organized business entity engaged in trade contracting or related services, that such entity is duly organized and in good standing under applicable law, and that your use of the Services is for a genuine, lawful business purpose.
Legal Capacity. You represent and warrant that you have the full legal right, power, and authority to enter into these Terms, whether on your own behalf or on behalf of the entity you represent, and that your execution and performance of these Terms does not conflict with any other agreement to which you are a party.

5. AI Coaching — Disclaimer, Limitations, and Hold-Harmless

THIS SECTION CONTAINS CRITICAL LIMITATIONS ON YOUR RIGHTS. PLEASE READ IT IN ITS ENTIRETY BEFORE USING THE AI COACHING FEATURE.

Nature of AI Coaching. The AI coaching feature within FedPrimer is powered by large language model technology provided by third-party AI providers, including without limitation Anthropic, PBC. The AI coach is designed to provide general, conversational, informational content relating to federal contracting processes, business readiness, and related topics. Under no circumstances does the AI coaching feature constitute, or shall it be construed as, legal advice, financial advice, accounting advice, tax advice, regulatory guidance, procurement assistance, or any other form of licensed professional advice or service.

No Professional Relationship. Your use of the AI coaching feature does not create any attorney-client relationship, accountant-client relationship, financial advisor relationship, fiduciary relationship, agency relationship, or any other professional or confidential relationship between you and the Company, the Company's personnel, or the AI providers. The AI coach is not a lawyer, licensed accountant, certified financial planner, tax advisor, government contracting officer, or agent of any federal, state, or local governmental authority.

Inherent Limitations of AI Technology. You acknowledge and agree that AI language models, including those powering the FedPrimer coaching feature, are subject to significant and inherent technological limitations, including without limitation:

The generation of factually inaccurate, incomplete, outdated, misleading, or entirely fabricated information (commonly referred to as "hallucinations"), which the AI model may present with apparent confidence;
The inability to access real-time information, current regulations, agency-specific requirements, or current market data without supplemental tooling, which may itself be subject to error;
The potential to misinterpret ambiguous prompts, apply inapplicable analogies, or fail to account for jurisdiction-specific or agency-specific nuances;
The inability to verify user-provided information or to independently confirm the accuracy of its responses against authoritative sources;
The potential for responses to change materially based on how questions are phrased, the order in which information is presented, or other variables outside the Company's control;
The possibility that model updates by the AI provider may alter or degrade the quality, consistency, or availability of coaching responses without notice.

Sole Risk of Reliance. ANY AND ALL RELIANCE ON THE AI COACHING FEATURE, INCLUDING WITHOUT LIMITATION ANY DECISION, ACTION, OR OMISSION TAKEN IN WHOLE OR IN PART ON THE BASIS OF AI-GENERATED CONTENT, IS UNDERTAKEN ENTIRELY AT YOUR OWN RISK. The Company makes no representation, warranty, or guarantee, express or implied, as to the accuracy, completeness, currentness, reliability, suitability, or fitness for any particular purpose of any information generated by the AI coaching feature.

Explicit Hold-Harmless Clause. To the maximum extent permitted by applicable law, you hereby unconditionally and irrevocably release, discharge, and hold harmless Gcexperts LLC and its members, managers, officers, directors, employees, contractors, agents, successors, and assigns (collectively, "Released Parties") from any and all claims, demands, actions, causes of action, suits, liabilities, losses, damages, costs, and expenses of any nature whatsoever (including without limitation reasonable attorneys' fees and costs), whether known or unknown, foreseen or unforeseen, arising out of or in connection with any of the following:

Any reliance on AI-generated coaching content for any purpose, including business decisions, bid preparation, proposal drafting, pricing strategy, subcontracting decisions, regulatory compliance, or legal matters;
The inaccuracy, incompleteness, outdated nature, or fabricated character of any AI-generated response;
The failure of AI coaching content to account for agency-specific requirements, solicitation-specific terms, or applicable law;
Any contract award, contract rejection, disqualification, debarment, suspension, or adverse determination by any government agency arising from actions taken in reliance on AI coaching content;
Any financial loss, lost profit, lost opportunity, bid bond forfeiture, performance bond claim, breach of contract liability, or regulatory penalty arising from reliance on AI coaching content;
Any misrepresentation inadvertently made in government filings, bids, proposals, or certifications as a result of reliance on AI coaching content;
Any technical failure, service interruption, AI provider outage, or change in AI model behavior that affects the quality or availability of coaching responses;
Any decision to submit or not submit a bid, proposal, or quotation in reliance on AI-generated assessments or recommendations.

The hold-harmless provisions of this section shall survive the termination or expiration of these Terms and your cessation of use of the Services.

6. No Professional Relationship

The Company expressly and unequivocally states that Gcexperts LLC is a technology company, not a law firm, accounting firm, financial advisory firm, consulting firm, or any other form of licensed professional services provider. Nothing contained in the Services, the Application, or any communication from the Company or its personnel shall be construed as creating any professional, advisory, fiduciary, or confidential relationship. Without limiting the generality of the foregoing, the Company:

Is not your attorney and does not provide legal advice;
Is not your accountant and does not provide accounting or bookkeeping services;
Is not your tax advisor and does not provide tax planning, preparation, or compliance advice;
Is not a licensed contracting officer and does not have authority over any federal procurement process;
Is not an agent of any federal, state, or local government agency, and has no authority to represent, bind, or act on behalf of any governmental entity;
Is not a registered investment advisor and does not provide financial planning or investment advice;
Does not provide compliance or regulatory advice and is not responsible for ensuring that your business activities comply with applicable law.

Any information provided through the Services is for general informational purposes only. You should consult with a qualified attorney, certified public accountant, licensed financial advisor, or other appropriate professional before making any business, legal, financial, or regulatory decision.

7. No Guarantee of Contract Awards

The Company makes no representation, warranty, covenant, or guarantee of any kind that use of FedPrimer will result in any federal government contract award, increased likelihood of contract award, improved competitive positioning, successful SAM.gov registration, successful certification or qualification for any government program, or any other specific business outcome. Federal procurement is governed exclusively by applicable law, agency regulations, and the independent judgment of government contracting officials, none of whom are affiliated with or influenced by the Company. Past performance of other FedPrimer users, if referenced, is provided for informational purposes only and is not indicative of future results for any particular user. The Company expressly disclaims any and all representations to the contrary, whether express or implied, including without limitation any representation made by the Company's marketing materials, sales personnel, or AI coaching feature.

8. Bid and Opportunity Data — Accuracy Disclaimer

The bid-matching and procurement opportunity features within FedPrimer are populated with data sourced from publicly available government procurement systems, including without limitation SAM.gov (System for Award Management), and other publicly accessible federal procurement databases. You acknowledge and agree to the following:

The Company does not independently verify, authenticate, or validate any bid, solicitation, or opportunity data displayed within the Application;
Procurement data may be delayed, incomplete, inaccurate, or may have been modified or cancelled since the time of data retrieval;
The Company is not responsible for errors, omissions, or discrepancies in government-sourced data;
You are solely responsible for independently verifying all solicitation information, including but not limited to deadline dates, scope of work, eligibility requirements, set-aside status, and agency-specific requirements, directly with the issuing government agency through official channels;
The Company shall not be liable for any losses, missed opportunities, bid preparation costs, or other damages arising from inaccuracies in, or your reliance on, data displayed within the Application;
The display of a procurement opportunity within FedPrimer does not constitute an endorsement, recommendation, or certification by the Company that the opportunity is suitable, eligible, or appropriate for your business.

The authoritative source for all federal procurement opportunities is the official SAM.gov website operated by the U.S. General Services Administration. You should always verify information directly at sam.gov before taking any action in response to an opportunity surfaced by FedPrimer.

9. Your Account and Data

In order to access the Services, you may be required to create an account and provide certain information about yourself and your business. You agree to the following with respect to your account:

Accuracy. You represent and warrant that all information you provide in connection with your account, including without limitation your name, business name, trade, location, contact information, and business details, is and shall remain true, accurate, current, and complete at all times. You agree to promptly update your account information to maintain its accuracy.
Responsibility. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify the Company immediately at [email protected] of any unauthorized use of your account or any other security breach.
Suspension for Inaccurate Information. The Company reserves the right, at its sole discretion and without prior notice, to suspend, restrict, or permanently terminate your account if the Company has reason to believe that any information associated with your account is inaccurate, false, misleading, or fraudulent, or if your use of the Services is inconsistent with the representations made in connection with your account.
Single Account. You may maintain only one account. The creation of multiple accounts by the same individual or entity is prohibited without the prior written consent of the Company.
Non-Transferability. Your account is personal to you and may not be transferred, assigned, or shared with any other person or entity without the Company's prior written consent.

10. Profile Sharing — Subcontractor Matching

FedPrimer includes a subcontractor matching feature through which certain profile information you provide — including without limitation your trade type, geographic service area, crew size, and general business capabilities — may be made visible to other registered users of the Application, including general contractors and prime contractors seeking qualified subcontractors for federal projects (the "Subcontractor Network"). By creating an account and using the Services, you expressly consent to the following:

Your profile information may be shared with and displayed to other registered users of the Subcontractor Network for the purpose of facilitating potential subcontracting relationships;
The Company does not verify the identity, licensing, insurance, financial condition, or legal status of any other user in the Subcontractor Network, and makes no representation or warranty regarding the legitimacy, suitability, or reliability of any user;
Any business relationship you enter into as a result of a subcontractor match is solely between you and the other party, and the Company is not a party to, and shall have no liability with respect to, any such relationship or any resulting contract, dispute, or claim;
You may request removal of your profile from the Subcontractor Network by contacting the Company at [email protected]. Removal requests will be processed within a reasonable timeframe.

11. AI Data Processing — Third-Party AI Providers

The AI coaching feature within FedPrimer is powered by artificial intelligence services provided by one or more third-party technology companies, which may include without limitation Anthropic, PBC (the developer of the Claude AI system) and OpenAI, LLC. By accessing or using the AI coaching feature, you expressly acknowledge and consent to the following:

Your conversational inputs, chat history, and related interaction data may be transmitted to and processed by one or more third-party AI providers in order to generate coaching responses;
The privacy practices of such third-party AI providers are governed exclusively by their respective privacy policies and terms of service, which are separate from and independent of this Agreement. The Company does not control, and is not responsible for, the data practices, retention policies, or security measures of any third-party AI provider;
You are encouraged to review the applicable terms and privacy policies of Anthropic (available at anthropic.com/legal/privacy) and OpenAI (available at openai.com/privacy) prior to using the AI coaching feature;
The Company makes no representation or warranty regarding the data handling practices of any third-party AI provider, and shall have no liability for any disclosure, breach, loss, or misuse of data that occurs at the level of any third-party AI provider;
You should not transmit through the AI coaching feature any information that you consider confidential, proprietary, or sensitive, including without limitation trade secrets, personal financial information, social security numbers, or government-issued identification numbers.

12. Acceptable Use

Your use of the Services is subject to the following restrictions. You agree that you shall not, and shall not attempt to, directly or indirectly:

Use the Services for any unlawful purpose or in violation of any applicable federal, state, or local law or regulation;
Submit false, misleading, or fraudulent information in connection with any government bid, proposal, certification, or registration, including without limitation any Small Business Administration set-aside certification or small business representation;
Misrepresent your business size, ownership, trade capabilities, geographic service area, licensure, insurance, bonding capacity, or past performance;
Use the Services to facilitate or engage in bid rigging, collusion, price fixing, or any other conduct that violates antitrust or competition law;
Use automated systems, bots, scripts, scrapers, crawlers, or other programmatic means to access, extract, or download data from the Services without the prior express written consent of the Company;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying logic of the Application or any component of the Services;
Impersonate any person or entity, or falsely represent your affiliation with any person, entity, government agency, or organization;
Use the Services to transmit any unsolicited commercial communications, spam, or phishing content;
Interfere with, disrupt, or attempt to gain unauthorized access to any portion of the Services, including associated servers, networks, or systems;
Remove, alter, or obscure any copyright, trademark, or proprietary rights notice from any portion of the Services;
Use the Services to develop or train any competing product or service, or to benchmark the Services against competing products;
Resell, sublicense, or commercially exploit any portion of the Services without the prior express written consent of the Company.

The Company reserves the right to investigate suspected violations of this section and to take any action it deems appropriate in its sole discretion, including suspension or termination of access, referral to law enforcement, and pursuit of legal remedies.

13. Intellectual Property

All right, title, and interest in and to the Services, including without limitation the Application, its design, architecture, source code, object code, user interface, graphics, logos, trademarks, service marks, trade dress, documentation, AI coaching framework, matching algorithms, scorecard methodologies, and all other content and materials (collectively, "Company IP"), is and shall remain the exclusive property of Gcexperts LLC and its licensors. These Terms do not grant you any ownership interest in the Company IP, and no license is granted by implication, estoppel, or otherwise except as expressly set forth herein. You agree not to challenge the Company's ownership of or rights in any Company IP.

Notwithstanding the foregoing, federal government procurement data, solicitation documents, and other materials generated by the United States government are in the public domain and are not claimed as proprietary by the Company. The Company's compilation, curation, formatting, and presentation of such data, however, constitutes original protectable expression owned by the Company.

Any feedback, suggestions, ideas, or recommendations you provide to the Company regarding the Services ("Feedback") shall be deemed the sole and exclusive property of the Company, and you hereby irrevocably assign to the Company all right, title, and interest in and to all Feedback, without any obligation of compensation or attribution.

14. Disclaimer of Warranties

THE SERVICES, INCLUDING THE APPLICATION, ALL CONTENT, AI COACHING FEATURES, BID MATCHING FUNCTIONALITY, SAM REGISTRATION TRACKING, SCORECARD TOOLS, AND ANY OTHER FEATURES OR FUNCTIONALITY, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GCEXPERTS LLC AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS (COLLECTIVELY, "COMPANY PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, CURRENTNESS, OR RELIABILITY OF ANY CONTENT, DATA, OR INFORMATION AVAILABLE THROUGH THE SERVICES; (D) ANY WARRANTY THAT DEFECTS WILL BE CORRECTED; (E) ANY WARRANTY THAT THE SERVICES ARE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS; (F) ANY WARRANTY REGARDING THE SUITABILITY OF THE SERVICES FOR ANY PARTICULAR PURPOSE OR APPLICATION; AND (G) ANY WARRANTY THAT USE OF THE SERVICES WILL RESULT IN ANY PARTICULAR BUSINESS OUTCOME, INCLUDING WITHOUT LIMITATION ANY CONTRACT AWARD. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE THE FOREGOING EXCLUSIONS APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ENHANCED DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION: LOSS OF PROFITS; LOSS OF REVENUE; LOSS OF DATA; LOSS OF BUSINESS OPPORTUNITY; LOSS OF GOODWILL; LOSS OF ANTICIPATED SAVINGS; COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES; BUSINESS INTERRUPTION; MISSED CONTRACT OPPORTUNITIES; BID PREPARATION COSTS; BOND FORFEITURES; REGULATORY FINES OR PENALTIES; OR ANY OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO: (A) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES; (B) ANY CONDUCT, CONTENT, OR ACTION OF ANY THIRD PARTY THROUGH OR IN CONNECTION WITH THE SERVICES; (C) ANY AI-GENERATED CONTENT OR COACHING OUTPUT; (D) ANY ERRORS OR INACCURACIES IN BID OR PROCUREMENT DATA; (E) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA; OR (F) ANY OTHER MATTER RELATING TO THE SERVICES, EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF ALL COMPANY PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE), SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100.00) OR (B) THE TOTAL FEES, IF ANY, ACTUALLY PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE FOREGOING LIMITATION REFLECTS A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE COMPANY WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS.

16. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend (with counsel reasonably acceptable to the Company), and hold harmless the Company Parties from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, judgments, awards, penalties, fines, costs, and expenses (including without limitation reasonable attorneys' fees, expert witness fees, and court costs) arising out of or relating to any of the following:

Your access to or use of the Services, including any use by any person accessing the Services through your account;
Any bid, proposal, quotation, offer, certification, representation, or submission you make to any government agency, prime contractor, or other party in connection with or influenced by your use of the Services;
Any contract you enter into, or fail to perform, in connection with any federal government procurement opportunity;
Your reliance on AI-generated coaching content, bid data, scorecard results, or any other information provided through the Services;
Any violation by you of these Terms, any applicable law or regulation, or the rights of any third party;
Any misrepresentation, fraud, or false certification made by you in connection with any government program, set-aside, or contracting vehicle;
Any claim by a third party arising from your participation in the Subcontractor Network;
Your negligence, willful misconduct, or breach of any representation or warranty made herein.

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate fully with the Company in asserting any available defenses.

17. Mandatory Arbitration and Class Action Waiver

THIS SECTION CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. PLEASE READ THIS SECTION CAREFULLY.

Agreement to Arbitrate. Except as set forth below, you and the Company irrevocably agree that any and all disputes, claims, controversies, or causes of action ("Disputes") arising out of or relating to these Terms, the Services, the Application, your account, any AI coaching content, any bid or opportunity data, or the relationship between the parties — whether based in contract, tort, statute, fraud, misrepresentation, or any other legal or equitable theory — shall be resolved exclusively through final and binding individual arbitration administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules then in effect (available at adr.org), as modified by this Agreement.

Seat and Venue. The arbitration shall take place in Travis County, Texas, United States, unless the parties agree in writing to an alternative location or the arbitrator orders otherwise for good cause. The arbitrator may permit hearings to be conducted remotely at the discretion of the arbitrator.

Governing Rules. The Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), and applicable federal arbitration law shall govern the interpretation and enforcement of this arbitration agreement. The arbitrator shall have exclusive authority to resolve any dispute relating to the formation, interpretation, applicability, enforceability, or scope of this arbitration agreement, except that a court of competent jurisdiction shall have authority to rule on the class action waiver provisions of this section.

CLASS ACTION WAIVER — READ CAREFULLY. YOU AND THE COMPANY EACH EXPRESSLY, UNCONDITIONALLY, AND IRREVOCABLY WAIVE ANY RIGHT TO BRING, MAINTAIN, OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, MASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING, WHETHER IN ARBITRATION OR IN COURT. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE, JOIN, OR OTHERWISE AGGREGATE CLAIMS OF MULTIPLE PARTIES OR TO AWARD RELIEF TO A CLASS. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE FOR ANY REASON IN ANY PROCEEDING, THEN THE ENTIRETY OF THIS ARBITRATION AGREEMENT SHALL BE DEEMED NULL AND VOID, AND THE DISPUTE SHALL BE RESOLVED IN COURT PURSUANT TO SECTION 21 OF THESE TERMS, SUBJECT IN ALL CASES TO THE PROHIBITION ON CLASS PROCEEDINGS.

Jury Trial Waiver. TO THE EXTENT ANY DISPUTE IS NOT SUBJECT TO ARBITRATION, YOU AND THE COMPANY EACH UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO SUCH DISPUTE.

Small Claims Exception — Company Only. Notwithstanding the foregoing, the Company reserves the right, exercisable at the Company's sole election, to bring any Dispute involving amounts within the jurisdictional threshold of small claims court in the applicable jurisdiction in a small claims court of competent jurisdiction in Travis County, Texas, rather than in arbitration.

Opt-Out. You may opt out of this arbitration agreement by sending written notice to [email protected] within thirty (30) days of first accepting these Terms. Your opt-out notice must include your full name, the email address or phone number associated with your account, and a clear statement that you wish to opt out of arbitration. Opting out of arbitration does not affect any other provision of these Terms.

Time Limitation. Any Dispute must be brought within one (1) year of the date the claim arose, or it shall be forever barred. This one-year limitation period is in addition to, and not in lieu of, any shorter limitation period imposed by applicable law.

18. Force Majeure

The Company shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond the Company's reasonable control, including without limitation: acts of God; natural disasters; pandemics or public health emergencies; acts of war, terrorism, civil unrest, or sabotage; actions or orders of any governmental authority, including without limitation government shutdowns, sequestrations, regulatory actions, or changes in applicable law; national or regional infrastructure failures, including electrical grid failures, internet outages, or telecommunications disruptions; failures or outages of third-party AI providers, cloud computing services, or data services upon which the Company relies; labor disputes, strikes, or lockouts; or any other event or circumstance outside the Company's reasonable control (each, a "Force Majeure Event"). In the event of a Force Majeure Event, the Company's obligations shall be suspended for the duration of such event, and the Company shall use commercially reasonable efforts to resume performance as promptly as practicable following the conclusion of such event.

19. Privacy

The Company's collection, use, and disclosure of information in connection with the Services is governed by the Privacy Policy, which is available at /privacy.html and is incorporated herein by reference. By using the Services, you consent to the collection and use of your information as described in the Privacy Policy. The Privacy Policy may be updated from time to time, and your continued use of the Services following any such update constitutes your acceptance of the updated Privacy Policy.

20. Modifications to These Terms

The Company reserves the right, in its sole and absolute discretion, to modify, amend, supplement, or replace these Terms at any time and for any reason, with or without notice to you, by posting an updated version of these Terms within the Application or at the URL where these Terms are published. Your continued access to or use of the Services following the posting of any modification to these Terms shall constitute your unconditional acceptance of the modified Terms. If you do not agree to any modification of these Terms, your sole and exclusive remedy is to discontinue all use of the Services and delete the Application from all devices. The Company is not obligated to provide individual notice of modifications to these Terms.

21. Governing Law

These Terms and all matters arising out of or relating to the Services shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. To the extent any Dispute is not subject to mandatory arbitration pursuant to Section 17, you irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas, and waive any objection to such jurisdiction or venue on the grounds of inconvenient forum or otherwise.

22. Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, it shall be severed from these Terms, and all remaining provisions shall continue in full force and effect. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision.

23. Entire Agreement

These Terms, together with the Privacy Policy and any other agreements or policies expressly incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, between the parties with respect to such subject matter. No course of dealing, course of performance, or trade usage shall be used to supplement, modify, or interpret these Terms. These Terms may not be modified except by a written amendment signed by an authorized representative of the Company, except as provided in Section 20.

24. Waiver

No failure or delay by the Company in exercising any right, remedy, power, or privilege under these Terms shall operate as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege by the Company shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The Company's waiver of any breach of these Terms by you shall not be deemed a waiver of any subsequent breach.

25. Contact Information

Questions or concerns regarding these Terms may be directed to the Company at:

Email: [email protected]
Gcexperts LLC, Austin, Texas, United States

Please note that contacting the Company by any means does not create an attorney-client relationship, professional relationship, confidential relationship, or any other special relationship between you and the Company. Any information you voluntarily disclose in communications with the Company is not privileged. Response times are not guaranteed and receipt of a communication does not constitute acceptance of any obligation or admission of liability on the part of the Company.